Common use of Formal Date Clause in Contracts

Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of March 31, 2020 irrespective of the actual date of execution hereof. The parties have executed this Indenture. COLUMBIA CARE INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Executive Chairman ODYSSEY TRUST COMPANY By: Name: Title: By: Name: Title: Signature page to Note Indenture The parties have executed this Indenture. COLUMBIA CARE INC. By: Name: Title: ODYSSEY TRUST COMPANY By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: VP, Corporate Trust By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director, Corporate Trust Schedule A – Form of Note [NOTE LEGEND] UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE]. [U.S. LEGEND – TO BE INCLUDED ON ALL NOTES ISSUED TO U.S. NOTEHOLDERS PURSUANT TO SECTION 2.12 OF THE INDENTURE] THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH NOTES, AGREES, FOR THE BENEFIT OF COLUMBIA CARE INC. (THE “CORPORATION”), THAT SUCH NOTES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION; (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH ALL LOCAL LAWS AND REGULATIONS; (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 THEREUNDER, IF AVAILABLE, OR (II) RULE 144A, THEREUNDER, IF AVAILABLE, AND IN EACH CASE IS COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS; OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF CLAUSE (C)(I) OR (D), THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL, OF RECOGNIZED STANDING, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. CUSIP 000000XX0 [CAD] / 000000XX0 [US] ISIN CA197309AA51 [CAD] / CA197309AB35 [US] No. ● US$● COLUMBIA CARE INC. (A corporation existing under the laws of the Province of British Columbia) 9.875% SENIOR SECURED FIRST LIEN NOTES DUE MARCH 30, 2024 COLUMBIA CARE INC. (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the Note Indenture (the “Indenture”) dated as of March 31, 2020 between the Corporation and ODYSSEY TRUST COMPANY (the “Trustee”), promises to pay to , the registered holder hereof on March 30, 2024 or on such earlier date as the Principal Amount (as defined in the Indenture) may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal sum of ● Dollars (US$●) in lawful money of the United States on presentation and surrender of this Note at the main branch of the Trustee in Vancouver, British Columbia in accordance with the terms of the Indenture, and, subject as hereinafter provided, to pay interest on the Principal Amount hereof (i) from and including the date hereof, or (ii) from and including the last Interest Payment Date (as defined in the Indenture) to which interest shall have been paid or made available for payment hereon, whichever shall be the later, in all cases, to and excluding the next Interest Payment Date, at the rate of 9.875% per annum, in like money, calculated and payable semi-annually in arrears on March 31 and September 30 in each year commencing on September 30, 2020, and the last payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date and, should the Corporation at any time make default in the payment of any principal or interest, to pay interest on the amount in default at a rate that is 2.25% higher than the applicable interest rate on the Notes, in like money and on the same dates. The Notes shall bear interest from the date of issue at the rate of 9.875% per annum (based on a year of 365 days or 366, as applicable) and will be payable in equal semi-annual amounts; provided that for any Interest Period (as defined in the indenture) that is shorter than a full semi-annual interest period, interest shall be calculated on the basis of a year of 365 days or 366 days, as applicable, and the actual number of days elapsed in that period. The Corporation shall have the right to redeem or repay any Note prior to the Maturity Date without any premium, penalty, bonus or other payment. This Note is one of the 9.875% Notes of the Corporation issued under the provisions of the Indenture. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Notes are or are to be issued and held and the rights and remedies of the holders of the Notes and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Note by acceptance hereof assents. If the date for payment of any amount of principal, premium or interest is not a Business Day (as defined in the Indenture) at the place of payment, then payment will be made on the next Business Day and the holder hereof will not be entitled to any further interest on such principal, or to any interest on such interest, premium or other amount so payable, in respect of the period from the date for payment to such next Business Day. Interest hereon shall be payable by cheque mailed by prepaid ordinary mail or by electronic transfer of funds to the registered holder hereof and, subject to the provisions of this Indenture, the mailing of such cheque or the electronic transfer of such funds shall, to the extent of the sum represented thereby (plus the amount of any Taxes deducted or withheld), satisfy and discharge all liability for interest on this Note. The Notes are issuable only in denominations of US$1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Notes of any denomination may be exchanged for an equal aggregate principal amount of Notes in any other authorized denomination or denominations. Notwithstanding anything to the contrary in this Note, to the extent required by applicable law (as determined in all respects by the Company), payments under this Note will be subject to withholding on account of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of such payments, and no additional amounts shall be paid by the Company to the registered holder in respect of any such withheld amounts. The registered holder hereby acknowledges and accepts that (i) the registered holder is not relying on the Company (or any representative of the Company) for any tax advice relating to the acquisition, ownership or disposition of this Note, including, without limitation, in any jurisdiction in which the registered holder may be subject to any taxes, (ii) payments under this Note may be subject to withholding by the Company, (iii) the Company has not guaranteed to the registered older a net rate of return to the registered older after the imposition of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of any payments under this Note and will not gross up the interest rate or make any additional payments to the holder on account of any such tax, duty or charge, or otherwise, and (iv) the Company may set off and apply any amount otherwise payable to a registered holder under this Note to any liability of the Company for any past, present or future tax, duty, assessment or governmental charge imposed upon or as a result of any amount paid or payable to such registered holder under this Note. The indebtedness evidenced by this Note, and by all other Notes now or hereafter certified and delivered under the Indenture, is a direct secured obligation of the Corporation. These Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. The Notes may only be offered and sold pursuant to an exemption from the registration requirements of the U.S. Securities Act or pursuant to an available exemption from such registration requirements. The Indenture contains provisions making binding upon all holders of Notes outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of Notes outstanding, which resolutions or instruments may have the effect of amending the terms of this Note or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of shares of the Corporation and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this Note. This Note may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Calgary, Alberta and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Note shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Note for cancellation. Thereupon a new Note or Notes in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Note shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. Capitalized words or expressions used in this Note shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Note and the Indenture, the terms of the Indenture shall govern.

Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of March 31June 15, 2020 2021 irrespective of the actual date of execution hereof. The parties have executed this IndentureAgreement. COLUMBIA CARE BBTV HOLDINGS INC. By: /s/ “Xxxxxxxx Xxxxxx” Name: Xxxxxxxx Xxxxxx Title: Chief Executive Officer and Director COMPUTERSHARE TRUST COMPANY OF CANADA By: “Xxxxxxx Xxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxx Title: Executive Chairman ODYSSEY TRUST COMPANY By: Name: Title: By: Name: Title: Signature page to Note Indenture The parties have executed this Indenture. COLUMBIA CARE INC. By: Name: Title: ODYSSEY TRUST COMPANY By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: VP, Corporate Trust By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director, Corporate Trust Officer By: “Xxxxx Xxxx” Name: Xxxxx Xxxx Title: Associate Trust Officer Schedule A – Form of Note Debenture [NOTE LEGENDPRIVATE OFFERING DEBENTURES LEGEND – TO BE INCLUDED ON ALL INITIAL DEBENTURES ISSUED PURSUANT TO THE PRIVATE OFFERING] UNLESS PERMITTED UNDER BY SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE]OCTOBER 16, 2021. [U.S. LEGEND (RULE 506) – TO BE INCLUDED ON ALL NOTES INITIAL DEBENTURES ISSUED TO U.S. NOTEHOLDERS PERSONS OR IN THE UNITED STATES PURSUANT TO SECTION 2.12 OF THE INDENTURERULE 506] THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH NOTESSECURITIES, AGREES, AGREES FOR THE BENEFIT OF COLUMBIA CARE BBTV HOLDINGS INC. (THE “CORPORATION”), ) THAT SUCH NOTES SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION; , (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH ALL APPLICABLE LOCAL LAWS AND REGULATIONS; (C) , IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (Ii) RULE 144 THEREUNDER, IF AVAILABLE, OR (II) RULE 144A, 144A THEREUNDER, IF AVAILABLE, AND AND, IN EACH CASE IS COMPLIANCE BOTH CASES, IN ACCORDANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS; , OR (D) IN ANOTHER A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE U.S. STATE SECURITIES LAWS, AND, IN THE CASE OF CLAUSE (C)(IC)(i) OR (D)) ABOVE, AFTER THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL, COUNSEL OF RECOGNIZED STANDING, STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION AND THE TRUSTEE OR TRANSFER AGENT TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. CUSIP 000000XX0 [CAD] / 000000XX0 [US] ISIN CA197309AA51 [CAD] / CA197309AB35 [US] No. ● US$● COLUMBIA CARE INC. (A corporation existing under the laws of the Province of British Columbia) 9.875% SENIOR SECURED FIRST LIEN NOTES DUE MARCH 30, 2024 COLUMBIA CARE INC. (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the Note Indenture (the “Indenture”) dated as of March 31, 2020 between the Corporation and ODYSSEY TRUST COMPANY (the “Trustee”), promises to pay to , the registered holder hereof on March 30, 2024 or on such earlier date as the Principal Amount (as defined in the Indenture) may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal sum of ● Dollars (US$●) in lawful money of the United States on presentation and surrender of this Note at the main branch of the Trustee in Vancouver, British Columbia in accordance with the terms of the Indenture, and, subject as hereinafter provided, to pay interest on the Principal Amount hereof (i) from and including the date hereof, or (ii) from and including the last Interest Payment Date (as defined in the Indenture) to which interest shall have been paid or made available for payment hereon, whichever shall be the later, in all cases, to and excluding the next Interest Payment Date, at the rate of 9.875% per annum, in like money, calculated and payable semi-annually in arrears on March 31 and September 30 in each year commencing on September 30, 2020, and the last payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date and, should the Corporation at any time make default in the payment of any principal or interest, to pay interest on the amount in default at a rate that is 2.25% higher than the applicable interest rate on the Notes, in like money and on the same dates. The Notes shall bear interest from the date of issue at the rate of 9.875% per annum (based on a year of 365 days or 366, as applicable) and will be payable in equal semi-annual amounts; provided that for any Interest Period (as defined in the indenture) that is shorter than a full semi-annual interest period, interest shall be calculated on the basis of a year of 365 days or 366 days, as applicable, and the actual number of days elapsed in that period. The Corporation shall have the right to redeem or repay any Note prior to the Maturity Date without any premium, penalty, bonus or other payment. This Note is one of the 9.875% Notes of the Corporation issued under the provisions of the Indenture. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Notes are or are to be issued and held and the rights and remedies of the holders of the Notes and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Note by acceptance hereof assents. If the date for payment of any amount of principal, premium or interest is not a Business Day (as defined in the Indenture) at the place of payment, then payment will be made on the next Business Day and the holder hereof will not be entitled to any further interest on such principal, or to any interest on such interest, premium or other amount so payable, in respect of the period from the date for payment to such next Business Day. Interest hereon shall be payable by cheque mailed by prepaid ordinary mail or by electronic transfer of funds to the registered holder hereof and, subject to the provisions of this Indenture, the mailing of such cheque or the electronic transfer of such funds shall, to the extent of the sum represented thereby (plus the amount of any Taxes deducted or withheld), satisfy and discharge all liability for interest on this Note. The Notes are issuable only in denominations of US$1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Notes of any denomination may be exchanged for an equal aggregate principal amount of Notes in any other authorized denomination or denominations. Notwithstanding anything to the contrary in this Note, to the extent required by applicable law (as determined in all respects by the Company), payments under this Note will be subject to withholding on account of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of such payments, and no additional amounts shall be paid by the Company to the registered holder in respect of any such withheld amounts. The registered holder hereby acknowledges and accepts that (i) the registered holder is not relying on the Company (or any representative of the Company) for any tax advice relating to the acquisition, ownership or disposition of this Note, including, without limitation, in any jurisdiction in which the registered holder may be subject to any taxes, (ii) payments under this Note may be subject to withholding by the Company, (iii) the Company has not guaranteed to the registered older a net rate of return to the registered older after the imposition of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of any payments under this Note and will not gross up the interest rate or make any additional payments to the holder on account of any such tax, duty or charge, or otherwise, and (iv) the Company may set off and apply any amount otherwise payable to a registered holder under this Note to any liability of the Company for any past, present or future tax, duty, assessment or governmental charge imposed upon or as a result of any amount paid or payable to such registered holder under this Note. The indebtedness evidenced by this Note, and by all other Notes now or hereafter certified and delivered under the Indenture, is a direct secured obligation of the Corporation. These Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. The Notes may only be offered and sold pursuant to an exemption from the registration requirements of the U.S. Securities Act or pursuant to an available exemption from such registration requirements. The Indenture contains provisions making binding upon all holders of Notes outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of Notes outstanding, which resolutions or instruments may have the effect of amending the terms of this Note or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of shares of the Corporation and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this Note. This Note may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Calgary, Alberta and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Note shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Note for cancellation. Thereupon a new Note or Notes in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Note shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. Capitalized words or expressions used in this Note shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Note and the Indenture, the terms of the Indenture shall govern.

Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of March 31December 23, 2020 2016 irrespective of the actual date of execution hereof. The parties have executed this Indenture. COLUMBIA CARE INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Executive Chairman ODYSSEY TRUST COMPANY By: Name: Title: By: Name: Title: Signature [signature page to Note Indenture The parties have executed this Indenture. COLUMBIA CARE INC. By: Name: Title: ODYSSEY TRUST COMPANY By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: VP, Corporate Trust By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director, Corporate Trust Schedule follows] SCHEDULE A – Form of Note [NOTE LEGEND] FORM OF DEBENTURE UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE]<@>, 2017. [U.S. LEGEND – TO BE INCLUDED ON ALL NOTES ISSUED TO U.S. NOTEHOLDERS PURSUANT TO SECTION 2.12 OF THE INDENTURE] THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH NOTESSECURITIES, AGREES, AGREES FOR THE BENEFIT OF COLUMBIA CARE INC. GENENEWS LIMITED (THE “CORPORATION”), ) THAT SUCH NOTES SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, TRANSFERRED ONLY (A) TO THE CORPORATION; , (B) OUTSIDE THE UNITED STATES IN COMPLIANCE ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH ALL APPLICABLE LOCAL SECURITIES LAWS AND REGULATIONS; , (C) WITHIN THE UNITED STATES IN COMPLIANCE ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 THEREUNDER144, IF AVAILABLE, OR (IID) RULE 144A, THEREUNDER, IF AVAILABLE, WITH THE PRIOR WRITTEN CONSENT OF THE CORPORATION PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND IN EACH CASE IS COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS; LAWS AFTER FIRST PROVIDING TO THE CORPORATION AN OPINION OF U.S. COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION THAT THE OFFER, SALE, PLEDGE OR (D) IN ANOTHER TRANSACTION THAT OTHER TRANSFER DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF CLAUSE (C)(I) OR (D), THE SELLER FURNISHES AFTER FIRST PROVIDING TO THE CORPORATION AN OPINION SUCH OTHER EVIDENCE OF COUNSEL, OF RECOGNIZED STANDING, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO COMPLIANCE WITH APPLICABLE SECURITIES LAWS AS THE CORPORATION TO SUCH EFFECTSHALL REASONABLY REQUEST. DELIVERY UNLESS THIS DEBENTURE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. CUSIP 000000XX0 [CAD] / 000000XX0 [US] ISIN CA197309AA51 [CAD] / CA197309AB35 [US] No. ● US$● COLUMBIA CARE CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO GENENEWS LIMITED OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY DEBENTURE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS DEBENTURE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS DEBENTURE. TRANSFERS OF THIS DEBENTURE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CDS & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE. GENENEWS LIMITED (a corporation existing incorporated under the laws of the Province of British ColumbiaOntario) 9.875% SENIOR SECURED FIRST LIEN NOTES DUE MARCH 30CUSIP: 00000XXX0 ISIN: CA36870TAA57 Convertible Debenture Debenture #: <*> Issue Date: <*>, 2024 COLUMBIA CARE INC. 2016 (the “CorporationIssue Date”) for value received hereby acknowledges itself indebted and, subject to the provisions of the Note Indenture Issuer: GeneNews Limited (the “IndentureCompany”) dated as of March 31000 Xxxxx Xxxxx Xxxx. Xxxxx 000 Xxxxxxx, 2020 between the Corporation and ODYSSEY TRUST COMPANY Xxxxxxx X0X 0X0 Attention: Xxxxxx Xxxx, Chief Financial Officer Maturity: <*>, 2019 (the “Trustee”), promises to pay to , the registered holder hereof on March 30, 2024 or on such earlier date as the Principal Amount (as defined in the Indenture) may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) Holder: <*> (the principal sum of ● Dollars “Debentureholder”) <address> Principal: $<*> CAD (US$●the “Principal”) <*> Canadian dollars Interest: Eight percent (8%) per annum simple interest with interest to be paid in lawful money of arrears on June 30 and December 31 in each calendar year (each, an “Interest Payment Date”), in each case in an amount equal to the United States on presentation and surrender of this Note at the main branch of the Trustee in Vancouver, British Columbia in accordance with the terms of the Indenture, and, subject as hereinafter provided, to pay interest on the Principal Amount hereof (i) that has accrued from and including the date hereof, or (ii) from and including the last applicable Interest Payment Date until the calendar day before the Interest Payment Date or Maturity Date (as defined in the Indenture) to which interest shall have been paid or made available for payment hereoncase may be). Notwithstanding the foregoing, whichever shall be on the later, in all cases, to and excluding the next first Interest Payment Date, at the rate of 9.875% per annum, in like money, calculated and payable semi-annually in arrears on March 31 and September 30 in each year commencing on September which shall be June 30, 2020, and the last payment (representing interest payable from the last Interest Payment Date to, but excluding2017, the Maturity Date) to fall due on interest payment shall be for interest accrued between the Maturity Issue Date andand June 29, should the Corporation at any time make default in the payment of any principal or interest, to pay interest on the amount in default at a rate that is 2.25% higher than the applicable interest rate on the Notes, in like money and on the same dates2017. The Notes shall bear interest from the date of issue at the rate of 9.875% per annum (based on a year of 365 days or 366, as applicable) and Interest will be payable paid in equal semi-annual amounts; provided that for any Interest Period (as defined in the indenture) that is shorter than a full semi-annual interest period, interest shall be calculated on the basis of a year of 365 days or 366 days, as applicable, and the actual number of days elapsed in that period. The Corporation shall have the right to redeem or repay any Note prior to the Maturity Date without any premium, penalty, bonus or other payment. This Note is one of the 9.875% Notes of the Corporation issued under the provisions of the Indenture. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Notes are or are to be issued and held and the rights and remedies of the holders of the Notes and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Note by acceptance hereof assents. If the date for payment of any amount of principal, premium or interest is not a Business Day (as defined in the Indenture) at the place of payment, then payment will be made on the next Business Day and the holder hereof will not be entitled to any further interest on such principal, or to any interest on such interest, premium or other amount so payable, in respect of the period from the date for payment to such next Business Day. Interest hereon shall be payable by cheque mailed by prepaid ordinary mail or by electronic transfer of funds to the registered holder hereof and, subject to the provisions of this Indenture, the mailing of such cheque or the electronic transfer of such funds shall, to the extent of the sum represented thereby (plus the amount of any Taxes deducted or withheld), satisfy and discharge all liability for interest on this Note. The Notes are issuable only in denominations of US$1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Notes of any denomination may be exchanged for an equal aggregate principal amount of Notes in any other authorized denomination or denominations. Notwithstanding anything to the contrary in this Note, to the extent required by applicable law (as determined in all respects by the Company), payments under this Note will be subject to withholding on account of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of such payments, and no additional amounts shall be paid by the Company to the registered holder in respect of any such withheld amounts. The registered holder hereby acknowledges and accepts that (i) the registered holder is not relying on the Company (or any representative of the Company) for any tax advice relating to the acquisition, ownership or disposition of this Note, including, without limitation, in any jurisdiction in which the registered holder may be subject to any taxes, (ii) payments under this Note may be subject to withholding by the Company, (iii) the Company has not guaranteed to the registered older a net rate of return to the registered older after the imposition of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of any payments under this Note and will not gross up the interest rate or make any additional payments to the holder on account of any such tax, duty or charge, or otherwise, and (iv) the Company may set off and apply any amount otherwise payable to a registered holder under this Note to any liability of the Company for any past, present or future tax, duty, assessment or governmental charge imposed upon or as a result of any amount paid or payable to such registered holder under this Note. The indebtedness evidenced by this Note, and by all other Notes now or hereafter certified and delivered under the Indenture, is a direct secured obligation of the Corporation. These Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. The Notes may only be offered and sold pursuant to an exemption from the registration requirements of the U.S. Securities Act or pursuant to an available exemption from such registration requirements. The Indenture contains provisions making binding upon all holders of Notes outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of Notes outstanding, which resolutions or instruments may have the effect of amending the terms of this Note or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of shares of the Corporation and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this Note. This Note may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Calgary, Alberta and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Note shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Note for cancellation. Thereupon a new Note or Notes in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Note shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. Capitalized words or expressions used in this Note shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Note and the Indenture, the terms of the Indenture shall governcash.

Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of March 31November 3rd, 2020 2022 irrespective of the actual date of execution hereof. The parties have executed this IndentureAgreement. COLUMBIA CARE INCGAMELANCER MEDIA CORP. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Executive Chairman ODYSSEY TRUST COMPANY By: Name: Title: By: Name: Title: Signature page to Note Indenture The parties have executed this Indenture. COLUMBIA CARE INC. By: Name: Title: ODYSSEY TRUST COMPANY By: /s/ “Xxx Xxxxxx Xxxxx” (signed) Name: Xxx Xxxxxx Xxxxx Title: VPChairman and Chief Executive Officer COMPUTERSHARE TRUST COMPANY OF CANADA By: “Xxxxx Xxxxxxx” (signed) Name: Xxxxx Xxxxxxx Title: Manager, Corporate Trust By: /s/ Xxx Xxxxxxx “Xxxx Xx” (signed) Name: Xxx Xxxxxxx Xxxx Xx Title: DirectorManager, Administration Corporate Trust Schedule A – Form of Note Debenture‌‌ [NOTE CANADIAN DEBENTURES LEGEND] “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE]. MARCH 4, 2023.” [U.S. LEGEND – TO BE INCLUDED ON ALL NOTES ISSUED TO FOR U.S. NOTEHOLDERS PURSUANT TO SECTION 2.12 OF THE INDENTUREDEBENTUREHOLDERS] “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE ANY U.S. STATE SECURITIES LAWS OF ANY STATE OF THE UNITED STATESLAWS. THE HOLDER HEREOF, BY PURCHASING SUCH NOTES, AGREES, FOR THE BENEFIT OF COLUMBIA CARE INC. (THE “CORPORATION”), THAT SUCH NOTES THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION; , (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH ALL APPLICABLE LOCAL LAWS AND REGULATIONS; , (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION UNDER REQUIREMENTS OF THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 THEREUNDER, IF AVAILABLE, OR (II) RULE 144A, THEREUNDER, IF AVAILABLE, AND IN EACH CASE IS COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS; , OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, ANDAND THE HOLDER HAS, PRIOR TO ANY TRANSFER OR SALE CONTEMPLATED IN THE CASE OF CLAUSE (C)(IC) OR (D)) ABOVE, THE SELLER FURNISHES FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL, COUNSEL OF RECOGNIZED STANDINGSTANDING OR OTHER EVIDENCE OF EXEMPTION, IN FORM AND SUBSTANCE EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECTAND THE TRANSFER AGENT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. CUSIP 000000XX0 [CAD] / 000000XX0 [US] ISIN CA197309AA51 [CAD] / CA197309AB35 [US] .” No. ● US$$● COLUMBIA CARE INCGAMELANCER MEDIA CORP. (A corporation existing incorporated under the laws of the Province of British Columbia) 9.875% SENIOR *** SECURED FIRST LIEN NOTES DEBENTURE DUE MARCH 30NOVEMBER 3rd, 2024 COLUMBIA CARE INC. 2027 Gamelancer Media Corp. (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the Note Debenture Indenture (the “Indenture”) dated as of March 31November 3rd, 2020 2022 between the Corporation and ODYSSEY TRUST COMPANY Computershare Trust Company of Canada (the “Trustee”), promises to pay to , the registered holder hereof on March 30November 3rd, 2024 2027 or on such earlier date as the Principal Amount (as defined in the Indenture) principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal sum of ● Dollars (US$●) amount hereof in lawful money of the United States Canada on presentation and surrender of this Note Debenture at the main branch of the Trustee in Vancouver, British Columbia or Toronto, Ontario in accordance with the terms of the Indenture, Indenture and, subject as hereinafter provided, to pay interest on the Principal Amount principal amount hereof from, and including, the date hereof (i) from and including with the date hereofexception of the Deferred Interest Amount), or (ii) from and including the last Interest Payment Date (as defined in the Indenture) to which interest shall have been paid or made available for payment hereon, whichever shall be the is later, in all cases, to and excluding the next Interest Payment Date, at the rate of 9.875% twelve percent (12%) per annumannum (based on a year of 360 days comprised of twelve 30-day months), in like money, calculated and payable semi-annually in arrears on in equal, as set forth below, and quarterly instalments (less any tax required by law to be deducted) on, December 31, March 31 31, June 30 and September 30 in each year commencing on September 30, 2020, the First Interest Payment Date and the last payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date and, should the Corporation at any time make default in the payment of any principal principal, premium, if any, or interest, to pay interest on the amount in default at a rate that is 2.25% higher than the applicable interest rate on the Notessame rate, in like money and on the same dates. The Notes shall bear For certainty, the first interest payment will include interest accrued from the date of issue at the rate of 9.875% per annum (based on a year of 365 days or 366, as applicable) and will be payable in equal semi-annual amounts; provided that for any Interest Period (as defined in the indenture) day that is shorter than a full semi-annual interest period, interest shall be calculated on eighteen months from the basis issuance of a year of 365 days or 366 days, as applicable, and the actual number of days elapsed in that period. The Corporation shall have the right to redeem or repay any Note prior Debenture to the Maturity Date without any premium, penalty, bonus or other paymentend of the applicable quarter in which such interest is due. This Note Debenture is one of the 9.875% Notes secured Debentures (referred to herein as the “Debentures”) of the Corporation issued issuable under the provisions of the Indenture. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Notes Debentures are or are to be issued and held and the rights and remedies of the holders of the Notes Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Note Debenture by acceptance hereof assents. If the date for payment of any amount of principal, premium or interest is not a Business Day (as defined in the Indenture) at the place of payment, then payment will be made on the next Business Day and the holder hereof will not be entitled to any further interest on such principal, or to any interest on such interest, premium or other amount so payable, in respect of the period from the date for payment to such next Business Day. Interest hereon shall be payable by cheque mailed by prepaid ordinary mail or by electronic transfer of funds to the registered holder hereof and, subject to the provisions of this Indenture, the mailing of such cheque or the electronic transfer of such funds shall, to the extent of the sum represented thereby (plus the amount of any Taxes deducted or withheld), satisfy and discharge all liability for interest on this Note. The Notes Debentures are issuable only in denominations of US$$1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Notes Debentures of any denomination may be exchanged for an equal aggregate principal amount of Notes Debentures in any other authorized denomination or denominations. Notwithstanding anything to If an Offer is made for the contrary Debentures in this Noteconnection with a Change of Control and 90% or more of the principal amount of all the Debentures (other than Debentures held at the date of the offer by or on behalf of the Offeror, to associates or affiliates of the extent required by applicable law (as determined Offeror or anyone acting jointly or in all respects concert with the Offeror) are taken up and paid for by the Company)Offeror, payments under this Note the Offeror will be subject entitled to withholding on account acquire the Debentures of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of such payments, and no additional amounts shall be paid by those holders who did not accept the Company to the registered holder in respect of any such withheld amounts. The registered holder hereby acknowledges and accepts that (i) the registered holder is not relying offer on the Company (or any representative same terms as the Offeror acquired the first 90% of the Company) for any tax advice relating to the acquisition, ownership or disposition of this Note, including, without limitation, in any jurisdiction in which the registered holder may be subject to any taxes, (ii) payments under this Note may be subject to withholding by the Company, (iii) the Company has not guaranteed to the registered older a net rate of return to the registered older after the imposition of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of any payments under this Note and will not gross up the interest rate or make any additional payments to the holder on account of any such tax, duty or charge, or otherwise, and (iv) the Company may set off and apply any principal amount otherwise payable to a registered holder under this Note to any liability of the Company for any past, present or future tax, duty, assessment or governmental charge imposed upon or as a result of any amount paid or payable to such registered holder under this Note. The indebtedness evidenced by this Note, and by all other Notes now or hereafter certified and delivered under the Indenture, is a direct secured obligation of the Corporation. These Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. The Notes may only be offered and sold pursuant to an exemption from the registration requirements of the U.S. Securities Act or pursuant to an available exemption from such registration requirementsDebentures. The Indenture contains provisions making binding upon all holders of Notes Debentures outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of Notes Debentures outstanding, which resolutions or instruments may have the effect of amending the terms of this Note Debenture or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of shares of the Corporation Common Shares and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this NoteDebenture. This Note Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Calgary, Alberta Vancouver and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Note Debenture shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Note Debenture for cancellation. Thereupon a new Note Debenture or Notes Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Note Debenture shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. Capitalized words or expressions used in this Note Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Note Debenture and the Indenture, the terms of the Indenture shall govern.

Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of March 319, 2020 2018 irrespective of the actual date of execution hereof. The parties have executed this IndentureAgreement. COLUMBIA CARE AURORA CANNABIS INC. By: /s/ Xxxxxxx Xxxxxx “Xxxxx Xxxxx” Name: Xxxxxxx Xxxxxx Xxxxx Xxxxx Title: Chief Executive Chairman ODYSSEY Officer COMPUTERSHARE TRUST COMPANY OF CANADA By: “Xxxxxxxx Xxxx” Name: Xxxxxxxx Xxxx Title: Corporate Trust Officer By: “Xxxxxxxx Xxxxxx Xxxx” Name: Xxxxxxxx Xxxxxx Xxxx Title: Signature page to Note Indenture The parties have executed this Indenture. COLUMBIA CARE INC. By: Name: Title: ODYSSEY TRUST COMPANY By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: VP, Corporate Associate Trust By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director, Corporate Trust Officer Schedule A – Form of Note Debenture [NOTE INITIAL DEBENTURES LEGEND] UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE]. [U.S. LEGEND (RULE 506) – TO BE INCLUDED ON ALL NOTES INITIAL DEBENTURES ISSUED TO U.S. NOTEHOLDERS PERSONS OR IN THE UNITED STATES PURSUANT TO SECTION 2.12 OF THE INDENTURERULE 506] THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH NOTESSECURITIES, AGREES, AGREES FOR THE BENEFIT OF COLUMBIA CARE AURORA CANNABIS INC. (THE “CORPORATION”), ) THAT SUCH NOTES SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION; , (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH ALL APPLICABLE LOCAL LAWS AND REGULATIONS; (C) , IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (Ii) RULE 144 THEREUNDER, IF AVAILABLE, OR (II) RULE 144A, 144A THEREUNDER, IF AVAILABLE, AND AND, IN EACH CASE IS COMPLIANCE BOTH CASES, IN ACCORDANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS; , OR (D) IN ANOTHER A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE U.S. STATE SECURITIES LAWS, AND, IN THE CASE OF CLAUSE (C)(IC)(i) OR (D)) ABOVE, AFTER THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL, COUNSEL OF RECOGNIZED STANDING, STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION AND THE TRUSTEE OR TRANSFER AGENT TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. CUSIP 000000XX0 [CAD] / 000000XX0 [US] ISIN CA197309AA51 [CAD] / CA197309AB35 [US] 00000XXX0 XXXX XX00000XXX00 No. ● US$● COLUMBIA CARE • $• AURORA CANNABIS INC. (A corporation existing incorporated under the laws of the Province of British Columbia) 9.8755.0% SENIOR SECURED FIRST LIEN NOTES UNSECURED CONVERTIBLE SUBORDINATED DEBENTURE DUE MARCH 309, 2024 COLUMBIA CARE INC. 2020 Aurora Cannabis Inc. (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the Note Debenture Indenture (the “Indenture”) dated as of March 319, 2020 2018 between the Corporation and ODYSSEY TRUST COMPANY Computershare Trust Company of Canada (the “Trustee”), promises to pay to , the registered holder hereof on March 309, 2024 2020 or on such earlier date as the Principal Amount (as defined in the Indenture) principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal sum of ● Dollars (US$●) amount hereof in lawful money of the United States Canada on presentation and surrender of this Note Initial Debenture at the main branch of the Trustee in Vancouver, British Columbia in accordance with the terms of the Indenture, Indenture and, subject as hereinafter provided, to pay interest on the Principal Amount principal amount hereof (i) from from, and including including, the date hereof, or (ii) from and including the last Interest Payment Date (as defined in the Indenture) to which interest shall have been paid or made available for payment hereon, whichever shall be the is later, in all cases, to and excluding the next Interest Payment Date, at the rate of 9.8755.0% per annumannum (based on a year of 360 days comprised of twelve 30-day months), in like money, calculated in arrears in equal (with the exception of the first interest payment which will include interest from March 9, 2018, as set forth below, and payable semi-annually in arrears annual instalments (less any tax required by law to be deducted) on March June 30 and December 31 and September 30 in each year commencing on September June 30, 2020, 2018 and the last payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date and, should the Corporation at any time make default in the payment of any principal principal, premium, if any, or interest, to pay interest on the amount in default at a rate that is 2.25% higher than the applicable interest rate on the Notessame rate, in like money and on the same dates. The Notes shall bear For certainty, the first interest payment will include interest accrued from the date of issue at the rate of 9.875% per annum (based on a year of 365 days or 366March 9, as applicable) and 2018 to June 30, 2018, which will be payable in equal semi-annual amounts; provided that to $15.69 for any Interest Period (as defined in each $1,000 principal amount of the indenture) that is shorter than a full semi-annual interest period, interest shall be calculated on the basis of a year of 365 days or 366 days, as applicable, and the actual number of days elapsed in that period. The Corporation shall have the right to redeem or repay any Note prior to the Maturity Date without any premium, penalty, bonus or other paymentInitial Debentures. This Note Initial Debenture is one of the 9.8755.0% Notes Unsecured Convertible Debentures (referred to herein as the “Initial Debentures”) of the Corporation issued or issuable in one or more series under the provisions of the Indenture. The Initial Debentures authorized for issue immediately are limited to an aggregate principal amount of $230,000,000 in lawful money of Canada. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Notes Initial Debentures are or are to be issued and held and the rights and remedies of the holders of the Notes Initial Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Note Initial Debenture by acceptance hereof assents. If the date for payment of any amount of principal, premium or interest is not a Business Day (as defined in the Indenture) at the place of payment, then payment will be made on the next Business Day and the holder hereof will not be entitled to any further interest on such principal, or to any interest on such interest, premium or other amount so payable, in respect of the period from the date for payment to such next Business Day. Interest hereon shall be payable by cheque mailed by prepaid ordinary mail or by electronic transfer of funds to the registered holder hereof and, subject to the provisions of this Indenture, the mailing of such cheque or the electronic transfer of such funds shall, to the extent of the sum represented thereby (plus the amount of any Taxes deducted or withheld), satisfy and discharge all liability for interest on this Note. The Notes Initial Debentures are issuable only in denominations of US$$1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Notes Debentures of any denomination may be exchanged for an equal aggregate principal amount of Notes Debentures in any other authorized denomination or denominations. Notwithstanding anything Any part, being $1,000 or an integral multiple thereof, of the principal of this Initial Debenture, provided that the principal amount of this Initial Debenture is in a denomination in excess of $1,000, is convertible, at the option of the holder hereof, upon surrender of this Initial Debenture at the principal office of the Trustee in Vancouver, British Columbia, at any time prior to the contrary close of business on the Maturity Date or, if called for repurchase pursuant to a Change of Control (as defined in this Note, the Indenture) on the Business Day immediately prior to the extent payment date, into common shares of the Corporation (the “Common Shares”) (without adjustment for interest accrued hereon or for dividends or distributions on Common Shares issuable upon conversion) at a conversion price of $13.05 (the “Conversion Price”) per Common Share, being a rate of approximately 76.6284 Common Shares for each $1,000 principal amount of Initial Debentures, all subject to the terms and conditions and in the manner set forth in the Indenture. No Initial Debentures may be converted during the five Business Days preceding each of June 30 and December 31 in each year, commencing June 30, 2018, as the registers of the Trustee will be closed during such periods. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued on any conversion but in lieu thereof, the Corporation will satisfy such fractional interest by a cash payment equal to the market price of such fractional interest determined in accordance with the Indenture. Holders converting their Debentures will receive accrued and unpaid interest thereon. If a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the person or persons entitled to receive Common Shares in respect of the Debentures so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date and, for clarity, any interest payable on such Debentures will be for the account of the holder of record of such Debentures at the close of business on the relevant record date. Subject to the provisions in the Indenture and without further action on the part of the Registered Holder, if prior to the Maturity Date, the volume weighted average price of the Common Shares on the Toronto Stock Exchange (or such other Canadian stock exchange on which the Common Shares are listed for trading) for 10 consecutive trading days exceeds $17.00, as adjusted in accordance with the Indenture, the Corporation may deliver a written notice (the “Forced Conversion Notice”) to the Trustee in accordance with the Indenture and to the Registered Holder by way of news release to cause the Registered Holder to convert all but not less than the principal amount of the Debentures (less any tax required by law to be deducted or withheld) into that number of Common Shares of the Corporation equal to the principal amount of the Debentures (less any tax required by law to be deducted or withheld) to the date of such forced conversion. The Corporation shall pay all accrued and unpaid interest in cash. The effective date for the forced conversion (the “Forced Conversion Date”) shall be: (a) the date stipulated in the Forced Conversion Notice; or (b) if no date is so stipulated in the Forced Conversion Notice, the date that is 30 days following the date of such Forced Conversion Notice, and upon such Forced Conversion Date: (i) all of the principal amount of the Debentures (less any tax required by law to be deducted or withheld) shall be deemed to be converted into Common Shares at the then applicable law Conversion Price; and (ii) the registered holder shall be entered in the books of the Corporation as determined in all respects by at the Company)Forced Conversion Date as the holder of the number of Common Shares, payments under as applicable, into which the Debentures are convertible. In the event that the Corporation delivers a Forced Conversion Notice, upon surrender of this Note will be subject Initial Debenture to withholding on account of the Trustee, the Corporation shall deliver certificates for the Common Shares into which the Debentures have been converted. Not less than 30 days prior to the consummation of: (i) any present or future tax, duty, assessment or governmental charge imposed upon or event as a result of or following which any person, or persons acting jointly or in concert directly or indirectly within the meaning of applicable securities legislation, beneficially owns or exercises control or direction over an aggregate of more than 50% of the outstanding Common Shares; or (ii) the sale or other transfer of all or substantially all of the consolidated assets of the Corporation, unless the holders of voting securities of the Corporation immediately prior to such paymentssale, merger, reorganization or other similar transaction hold securities representing 50% or more of the voting control or direction in the Corporation or the successor entity upon completion of such merged, reorganized or other continuing entity (collectively, a “Change of Control”), the Corporation shall notify the holders of the Initial Debentures of the Change of Control, and no additional amounts shall be paid by the Company holders of the Initial Debentures shall, in their sole discretion, have the right to require the registered holder in respect of any such withheld amounts. The registered holder hereby acknowledges and accepts that Corporation to, either: (i) purchase the registered holder is not relying on the Company (or any representative Debentures at 104% of the Company) for any tax advice relating principal amount thereof plus unpaid interest to the acquisition, ownership Maturity Date; or disposition of this Note, including, without limitation, in any jurisdiction in which the registered holder may be subject to any taxes, (ii) payments under this Note may be subject convert the Debentures at the Conversion Price (the “Change of Control Offer”). If 90% or more of the principal amount of all Debentures outstanding on the date the Corporation provides notice of a Change of Control to withholding the Trustee have been tendered for purchase pursuant to the Change of Control Offer, the Corporation has the right to redeem all the remaining outstanding Initial Debentures on the same date and at the same price. If an offer is made for the Initial Debentures which is a take-over bid for the Initial Debentures within the meaning of applicable Canadian securities laws and 90% or more of the principal amount of all the Initial Debentures (other than Initial Debentures held at the date of the offer by or on behalf of the Offeror, associates or affiliates of the Offeror or anyone acting jointly or in concert with the Offeror) are taken up and paid for by the CompanyOfferor, (iii) the Company has Offeror will be entitled to acquire the Initial Debentures of those holders who did not guaranteed to accept the registered older a net rate of return to offer on the registered older after same terms as the imposition of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of any payments under this Note and will not gross up Offeror acquired the interest rate or make any additional payments to the holder on account of any such tax, duty or charge, or otherwise, and (iv) the Company may set off and apply any amount otherwise payable to a registered holder under this Note to any liability first 90% of the Company for any past, present or future tax, duty, assessment or governmental charge imposed upon or as a result principal amount of any amount paid or payable to such registered holder under this Notethe Initial Debentures. The indebtedness evidenced by this NoteInitial Debenture, and by all other Notes Initial Debentures now or hereafter certified and delivered under the Indenture, is a direct secured unsecured obligation of the Corporation. These Notes have not been , and will not be registered under is subordinated in right of payment, to the United States Securities Act extent and in the manner provided in the Indenture, to the prior payment in full of 1933all Secured Indebtedness, as amended (whether outstanding at the “U.S. Securities Act”), or the securities laws of any state date of the United States. The Notes may only be offered and sold pursuant to an exemption from the registration requirements of the U.S. Securities Act Indenture or pursuant to an available exemption from such registration requirementsthereafter created, incurred, assumed or guaranteed. The Indenture contains provisions making binding upon all holders of Notes Initial Debentures outstanding thereunder (or in certain circumstances specific series of Initial Debentures) resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of Notes outstandingInitial Debentures outstanding (or specific series), which resolutions or instruments may have the effect of amending the terms of this Note Initial Debenture or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of shares of the Corporation Common Shares and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this NoteInitial Debenture. This Note Initial Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Calgary, Alberta Vancouver and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Note Initial Debenture shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Note Initial Debenture for cancellation. Thereupon a new Note Initial Debenture or Notes Initial Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Note Initial Debenture shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. Capitalized words or expressions used in this Note Initial Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Note Initial Debenture and the Indenture, the terms of the Indenture shall govern.

Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of March 31February 28, 2020 2019 irrespective of the actual date of execution hereof. The parties have executed this IndentureAgreement. COLUMBIA CARE PLUS PRODUCTS INC. By: /s/ Xxxxxxx Xxxxxx “Xxxxx Xxxxxxx” Name: Xxxxx Xxxxxxx Xxxxxx Title: Chief Executive Chairman Officer ODYSSEY TRUST COMPANY By: Name: Title: By: Name: Title: Signature page to Note Indenture The parties have executed this Indenture. COLUMBIA CARE INC. By: Name: Title: ODYSSEY TRUST COMPANY By: /s/ “Xxx Xxxxxx Xxxxxxxxx” Name: Xxx Xxxxxx Title: VP, Corporate Trust By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Xxxxxxxxx Title: Director, Corporate Trust Client Services By: “Xxxxxx Xxxxxx” Name: Xxxxxx Xxxxxx Title: Executive Vice President Schedule A – Form of Note Debenture [NOTE INITIAL DEBENTURES LEGEND] UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATEJUNE 29, 2019]. (INSERT IF BEING ISSUED TO CDS) THIS DEBENTURE IS A GLOBAL DEBENTURE WITHIN THE MEANING OF THE INDENTURE HEREIN REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS DEBENTURE MAY NOT BE TRANSFERRED TO OR EXCHANGED FOR DEBENTURES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST INDENTURE DATED AS OF THE 28TH DAY OF FEBRUARY, 2019 BETWEEN PLUS PRODUCTS INC. AND ODYSSEY TRUST COMPANY (THE “INDENTURE”). EVERY DEBENTURE AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS DEBENTURE SHALL BE A GLOBAL DEBENTURE SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED XXXXXXXXXXXXX DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO PLUS PRODUCTS INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.” [U.S. LEGEND – TO BE INCLUDED ON ALL NOTES INITIAL DEBENTURES ISSUED TO U.S. NOTEHOLDERS PURSUANT TO SECTION 2.12 OF THE INDENTUREPURCHASERS EXCEPT QUALIFIED INSTITUTIONAL BUYERS WHO HAVE EXECUTED AND DELIVERED A QUALIFIED INSTITUTIONAL BUYER LETTER.] THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH NOTESSECURITIES, AGREES, AGREES FOR THE BENEFIT OF COLUMBIA CARE PLUS PRODUCTS INC. (THE “CORPORATION”), THAT SUCH NOTES SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION; , (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH ALL APPLICABLE LOCAL LAWS AND REGULATIONS; , (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (Ii) RULE 144 THEREUNDER, IF AVAILABLE, OR (IIii) RULE 144A, 144A THEREUNDER, IF AVAILABLE, AND AND, IN EACH CASE IS COMPLIANCE CASE, IN ACCORDANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS; , OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE U.S. STATE SECURITIES LAWS, AND, IN THE CASE OF CLAUSE (C)(IC)(i) OR (D)) ABOVE, AFTER THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL, COUNSEL OF RECOGNIZED STANDING, STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION AND THE TRUSTEE TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. CUSIP 000000XX0 [CAD] / 000000XX0 [US] ISIN CA197309AA51 [CAD] / CA197309AB35 [US] 00000XXX0 XXXX XX00000XXX00 No. ● US$$● COLUMBIA CARE PLUS PRODUCTS INC. (A corporation existing incorporated under the laws of the Province of British Columbia) 9.8758.0% SENIOR SECURED FIRST LIEN NOTES UNSECURED CONVERTIBLE SUBORDINATED DEBENTURE DUE MARCH 30FEBRUARY 28, 2024 COLUMBIA CARE INC. 2021 Plus Products Inc. (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the Note Debenture Indenture (the “Indenture”) dated as of March 31February 28, 2020 2019 between the Corporation and ODYSSEY TRUST COMPANY Odyssey Trust Company (the “Trustee”), promises to pay to , the registered holder hereof on March 30February 28, 2024 2021 or on such earlier date as the Principal Amount (as defined in the Indenture) principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal sum of ● Dollars (US$●) amount hereof in lawful money of the United States Canada on presentation and surrender of this Note Initial Debenture at the main branch of the Trustee in VancouverCalgary, British Columbia Alberta in accordance with the terms of the Indenture, Indenture and, subject as hereinafter provided, to pay interest on the Principal Amount principal amount hereof (i) from from, and including including, the date hereof, or (ii) from and including the last Interest Payment Date (as defined in the Indenture) to which interest shall have been paid or made available for payment hereon, whichever shall be the later, in all cases, to and excluding the next Interest Payment Date, hereof at the rate of 9.875% per annum, in like money, calculated and payable semi-annually in arrears on March 31 and September 30 in each year commencing on September 30, 2020, and the last payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date and, should the Corporation at any time make default in the payment of any principal or interest, to pay interest on the amount in default at a rate that is 2.25% higher than the applicable interest rate on the Notes, in like money and on the same dates. The Notes shall bear interest from the date of issue at the rate of 9.8758.0% per annum (based on a year of 365 360 days or 366comprised of twelve 30-day months), as applicablein like money, in arrears (less any tax required by law to be deducted) and will be payable in equal semi-annual amounts; provided that for any Interest Period (as defined in the indenture) that is shorter than a full semi-annual interest period, interest shall be calculated on the basis of a year of 365 days or 366 days, as applicable, and the actual number of days elapsed in that period. The Corporation shall have the right to redeem or repay any Note prior to the Maturity Date without any premium, penalty, bonus or other paymentDate. This Note Initial Debenture is one of the 9.8758.0% Notes Unsecured Convertible Debentures (referred to herein as the “Initial Debentures”) of the Corporation issued or issuable in one or more series under the provisions of the Indenture. The Initial Debentures authorized for issue immediately are limited to an aggregate principal amount of up to $25,000,000 in lawful money of Canada. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Notes Initial Debentures are or are to be issued and held and the rights and remedies of the holders of the Notes Initial Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Note Initial Debenture by acceptance hereof assents. If the date for payment of any amount of principal, premium or interest is not a Business Day (as defined in the Indenture) at the place of payment, then payment will be made on the next Business Day and the holder hereof will not be entitled to any further interest on such principal, or to any interest on such interest, premium or other amount so payable, in respect of the period from the date for payment to such next Business Day. Interest hereon shall be payable by cheque mailed by prepaid ordinary mail or by electronic transfer of funds to the registered holder hereof and, subject to the provisions of this Indenture, the mailing of such cheque or the electronic transfer of such funds shall, to the extent of the sum represented thereby (plus the amount of any Taxes deducted or withheld), satisfy and discharge all liability for interest on this Note. The Notes Initial Debentures are issuable only in denominations of US$$1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Notes Debentures of any denomination may be exchanged for an equal aggregate principal amount of Notes Debentures in any other authorized denomination or denominations. Notwithstanding anything to the contrary in this Note, to the extent required by applicable law (as determined in all respects by the Company), payments under this Note will be subject to withholding on account of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of such payments, and no additional amounts shall be paid by the Company to the registered holder in respect of any such withheld amounts. The registered holder hereby acknowledges and accepts that (i) the registered holder is not relying on the Company (or any representative of the Company) for any tax advice relating to the acquisition, ownership or disposition of this Note, including, without limitation, in any jurisdiction in which the registered holder may be subject to any taxes, (ii) payments under this Note may be subject to withholding by the Company, (iii) the Company has not guaranteed to the registered older a net rate of return to the registered older after the imposition of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of any payments under this Note and will not gross up the interest rate or make any additional payments to the holder on account of any such tax, duty or charge, or otherwise, and (iv) the Company may set off and apply any amount otherwise payable to a registered holder under this Note to any liability of the Company for any past, present or future tax, duty, assessment or governmental charge imposed upon or as a result of any amount paid or payable to such registered holder under this Note. The indebtedness evidenced by this Note, and by all other Notes now or hereafter certified and delivered under the Indenture, is a direct secured obligation of the Corporation. These Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. The Notes may only be offered and sold pursuant to an exemption from the registration requirements of the U.S. Securities Act or pursuant to an available exemption from such registration requirements. The Indenture contains provisions making binding upon all holders of Notes outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of Notes outstanding, which resolutions or instruments may have the effect of amending the terms of this Note or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of shares of the Corporation and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this Note. This Note may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Calgary, Alberta and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Note shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Note for cancellation. Thereupon a new Note or Notes in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Note shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. Capitalized words or expressions used in this Note shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Note and the Indenture, the terms of the Indenture shall govern.

Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of March 31August 17, 2020 2021 irrespective of the actual date of execution hereof. The parties have executed this IndentureAgreement. COLUMBIA CARE INCDANAVATION TECHNOLOGIES CORP. By: /s/ Xxxxxxx Xxxxxx “Xxxx Xxxxx” (signed) Name: Xxxxxxx Xxxxxx Xxxx Xxxxx Title: President and Chief Executive Chairman ODYSSEY Officer COMPUTERSHARE TRUST COMPANY OF CANADA By: “Xxxxx Xxxxxxx” (signed) Name: Title: By: Name: Title: Signature page to Note Indenture The parties have executed this Indenture. COLUMBIA CARE INC. By: Name: Title: ODYSSEY TRUST COMPANY By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: VP, Corporate Trust By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxx Xxxxxxx Title: DirectorCorporate Trust Officer By: “Xxxxxxxx Xxxxxx Xxxx” (signed) Name: Xxxxxxxx Xxxxxx Xxxx Title: Professional, Corporate Trust Schedule A – Form of Note Debenture‌‌ [NOTE DEBENTURES LEGEND] “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE]. [U.S. LEGEND – TO BE INCLUDED ON ALL NOTES ISSUED TO U.S. NOTEHOLDERS PURSUANT TO SECTION 2.12 OF THE INDENTURE] THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933DECEMBER 18, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH NOTES, AGREES, FOR THE BENEFIT OF COLUMBIA CARE INC. (THE “CORPORATION”), THAT SUCH NOTES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION; (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH ALL LOCAL LAWS AND REGULATIONS; (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 THEREUNDER, IF AVAILABLE, OR (II) RULE 144A, THEREUNDER, IF AVAILABLE, AND IN EACH CASE IS COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS; OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF CLAUSE (C)(I) OR (D), THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL, OF RECOGNIZED STANDING, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY2021.” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. CUSIP 000000XX0 [CAD] / 000000XX0 [US] ISIN CA197309AA51 [CAD] / CA197309AB35 [US] 00000XXX0 XXXX XX00000XXX00 No. ● US$$● COLUMBIA CARE INCDANAVATION TECHNOLOGIES CORP. (A corporation existing incorporated under the laws of the Province of British Columbia) 9.875% SENIOR SECURED FIRST LIEN NOTES *** UNSECURED CONVERTIBLE DEBENTURE DUE MARCH 30AUGUST 17, 2024 COLUMBIA CARE INC. Danavation Technologies Corp. (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the Note Debenture Indenture (the “Indenture”) dated as of March 31August 17, 2020 2021 between the Corporation and ODYSSEY TRUST COMPANY Computershare Trust Company of Canada (the “Trustee”), promises to pay to , the registered holder hereof on March 30August 17, 2024 or on such earlier date as the Principal Amount (as defined in the Indenture) principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal sum of ● Dollars (US$●) amount hereof in lawful money of the United States Canada on presentation and surrender of this Note Debenture at the main branch of the Trustee in Vancouver, British Columbia in accordance with the terms of the Indenture, Indenture and, subject as hereinafter provided, to pay interest on the Principal Amount principal amount hereof (i) from from, and including including, the date hereof, or (ii) from and including the last Interest Payment Date (as defined in the Indenture) to which interest shall have been paid or made available for payment hereon, whichever shall be the is later, in all cases, to and excluding the next Interest Payment Date, at the rate of 9.875% eight percent (8%) per annumannum (based on a year of 360 days comprised of twelve 30-day months), in like money, calculated and payable semi-annually in arrears in equal (with the exception of the first interest payment which will include interest from August 17, 2021, as set forth below, and quarterly instalments (less any tax required by law to be deducted) on September 30, December 31, March 31 and September June 30 in each year commencing on September 30, 2020, 2021 and the last payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date and, should the Corporation at any time make default in the payment of any principal principal, premium, if any, or interest, to pay interest on the amount in default at a rate that is 2.25% higher than the applicable interest rate on the Notessame rate, in like money and on the same dates. The Notes shall bear For certainty, the first interest payment will include interest accrued from the date of issue at the rate of 9.875% per annum (based on a year of 365 days or 366August 17, as applicable) and 2021 to September 30, 2021, which will be payable in equal semi-annual amounts; provided that to $9.78 for any Interest Period (as defined in each $1,000 principal amount of the indenture) that is shorter than a full semi-annual interest period, interest shall be calculated on the basis of a year of 365 days or 366 days, as applicable, and the actual number of days elapsed in that period. The Corporation shall have the right to redeem or repay any Note prior to the Maturity Date without any premium, penalty, bonus or other paymentDebentures. This Note Debenture is one of the 9.875% Notes Unsecured Convertible Debentures (referred to herein as the “Debentures”) of the Corporation issued issuable under the provisions of the Indenture. The Debentures authorized for issue immediately are limited to an aggregate principal amount of $3,850,000 in lawful money of Canada. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Notes Debentures are or are to be issued and held and the rights and remedies of the holders of the Notes Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Note Debenture by acceptance hereof assents. If the date for payment of any amount of principal, premium or interest is not a Business Day (as defined in the Indenture) at the place of payment, then payment will be made on the next Business Day and the holder hereof will not be entitled to any further interest on such principal, or to any interest on such interest, premium or other amount so payable, in respect of the period from the date for payment to such next Business Day. Interest hereon shall be payable by cheque mailed by prepaid ordinary mail or by electronic transfer of funds to the registered holder hereof and, subject to the provisions of this Indenture, the mailing of such cheque or the electronic transfer of such funds shall, to the extent of the sum represented thereby (plus the amount of any Taxes deducted or withheld), satisfy and discharge all liability for interest on this Note. The Notes Debentures are issuable only in denominations of US$$1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Notes Debentures of any denomination may be exchanged for an equal aggregate principal amount of Notes Debentures in any other authorized denomination or denominations. Notwithstanding anything Any part, being $1,000 or an integral multiple thereof, of the principal of this Debenture, provided that the principal amount of this Debenture is in a denomination in excess of $1,000, is convertible, at the option of the holder hereof, upon surrender of this Debenture at the principal office of the Trustee in Vancouver, British Columbia, at any time prior to the contrary in this Noteclose of business on one Business Day before the Maturity Date, into common shares of the Corporation (the “Common Shares”) (without adjustment for interest accrued hereon or for dividends or distributions on Common Shares issuable upon conversion) at a conversion price of $0.45 (the “Conversion Price”) per Common Share, being a rate of approximately 2,222 Common Shares for each $1,000 principal amount of Debentures, all subject to the extent required terms and conditions and in the manner set forth in the Indenture. No Debentures may be converted during the five Business Days preceding each of September 30, December 31, March 31 and June 30 in each year, commencing on August 17, 2021, as the registers of the Trustee will be closed during such periods. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued on any conversion but in lieu thereof, the Corporation will satisfy such fractional interest by applicable law (as a cash payment equal to the market price of such fractional interest determined in all respects by accordance with the Company)Indenture. Holders converting their Debentures will receive accrued and unpaid interest thereon in accordance with the terms of the Indenture. If a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, payments under this Note will be subject the person or persons entitled to withholding on account of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of such payments, and no additional amounts shall be paid by the Company to the registered holder receive Common Shares in respect of the Debentures so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date and, for clarity, any interest payable on such withheld amountsDebentures will be for the account of the holder of record of such Debentures at the close of business on the relevant record date. Subject to the provisions in the Indenture and without further action on the part of the Registered Holder, if prior to the Maturity Date, the daily volume weighted average price of the Common Shares on the CSE (or such other Canadian stock exchange on which the Common Shares are listed for trading) for 20 consecutive trading days exceeds $0.75, as adjusted in accordance with the Indenture, the Corporation may deliver a written notice (the “Forced Conversion Notice”) to the Trustee in accordance with the Indenture and to the Registered Holder by way of news release to cause the Registered Holder to convert all but not less than the principal amount of the Debentures (less any tax required by law to be deducted or withheld) into that number of Common Shares of the Corporation equal to the principal amount of the Debentures (less any tax required by law to be deducted or withheld) to the date of such forced conversion. The registered holder hereby acknowledges Corporation shall pay all accrued and accepts unpaid interest in cash. The effective date for the forced conversion (the “Forced Conversion Date”) shall be: (a) the date stipulated in the Forced Conversion Notice; or (b) if no date is so stipulated in the Forced Conversion Notice, the date that is 30 days following the date of such Forced Conversion Notice, and upon such Forced Conversion Date: (i) all of the principal amount of the Debentures (less any tax required by law to be deducted or withheld) shall be deemed to be converted into Common Shares at the then applicable Conversion Price; and (ii) the registered holder shall be entered in the books of the Corporation as at the Forced Conversion Date as the holder of the number of Common Shares, as applicable, into which the Debentures are convertible. In the event that the Corporation delivers a Forced Conversion Notice, upon surrender of this Debenture to the Trustee, the Corporation shall deliver certificates for the Common Shares into which the Debentures have been converted. If an offer is made for the Debentures which is a take-over bid for the Debentures within the meaning of applicable Canadian securities laws and 90% or more of the principal amount of all the Debentures (other than Debentures held at the date of the offer by or on behalf of the Offeror, associates or affiliates of the Offeror or anyone acting jointly or in concert with the Offeror) are taken up and paid for by the Offeror, the Offeror will be entitled to acquire the Debentures of those holders who did not relying accept the offer on the Company (or any representative same terms as the Offeror acquired the first 90% of the Company) for any tax advice relating to the acquisition, ownership or disposition of this Note, including, without limitation, in any jurisdiction in which the registered holder may be subject to any taxes, (ii) payments under this Note may be subject to withholding by the Company, (iii) the Company has not guaranteed to the registered older a net rate of return to the registered older after the imposition of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of any payments under this Note and will not gross up the interest rate or make any additional payments to the holder on account of any such tax, duty or charge, or otherwise, and (iv) the Company may set off and apply any principal amount otherwise payable to a registered holder under this Note to any liability of the Company for any past, present or future tax, duty, assessment or governmental charge imposed upon or as a result of any amount paid or payable to such registered holder under this NoteDebentures. The indebtedness evidenced by this NoteDebenture, and by all other Notes Debentures now or hereafter certified and delivered under the Indenture, is a direct secured unsecured obligation of the Corporation. These Notes have not been , and will not be registered under is subordinated in right of payment, to the United States Securities Act extent and in the manner provided in the Indenture, to the prior payment in full of 1933all Secured Indebtedness, as amended (whether outstanding at the “U.S. Securities Act”), or the securities laws of any state date of the United States. The Notes may only be offered and sold pursuant to an exemption from the registration requirements of the U.S. Securities Act Indenture or pursuant to an available exemption from such registration requirementsthereafter created, incurred, assumed or guaranteed. The Indenture contains provisions making binding upon all holders of Notes Debentures outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of Notes Debentures outstanding, which resolutions or instruments may have the effect of amending the terms of this Note Debenture or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of shares of the Corporation Common Shares and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this NoteDebenture. This Note Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Calgary, Alberta Vancouver and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Note Debenture shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Note Debenture for cancellation. Thereupon a new Note Debenture or Notes Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Note Debenture shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. Capitalized words or expressions used in this Note Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Note Debenture and the Indenture, the terms of the Indenture shall govern.

Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of March 31February 28, 2020 2017 irrespective of the actual date of execution hereof. The parties have executed this IndentureAgreement. COLUMBIA CARE iANTHUS CAPITAL HOLDINGS, INC. By: /s/ Xxxxxxx “Xxxxxx Xxxxxxxxx” Name: Xxxxxxx Xxxxxx Xxxxxxxxx Title: Executive Chairman ODYSSEY Chief Financial Officer COMPUTERSHARE TRUST COMPANY OF CANADA By: “Xxxxxxxx Xxxx” Name: Xxxxxxxx Xxxx Title: Corporate Trust Officer By: “Xxxxxxxx Xxxxxx Xxxx” Name: Xxxxxxxx Xxxxxx Xxxx Title: Signature page to Note Indenture The parties have executed this Indenture. COLUMBIA CARE INC. By: Name: Title: ODYSSEY TRUST COMPANY By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: VP, Corporate Associate Trust By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director, Corporate Trust Officer Schedule A – Form of Note Debenture‌‌ [NOTE INITIAL DEBENTURES LEGEND] UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE]JUNE 29, 2017. [U.S. LEGEND – TO BE INCLUDED ON ALL NOTES DEBENTURES ISSUED TO U.S. NOTEHOLDERS PURSUANT PERSONS OR IN THE UNITED STATES AS RESTRICTED SECURITIES, SUBJECT TO SECTION 2.12 2.15(4) OF THE INDENTURE] THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH NOTESSECURITIES, AGREES, AGREES FOR THE BENEFIT OF COLUMBIA CARE INC. (THE “CORPORATION”), CORPORATION THAT SUCH NOTES SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION; (B) OUTSIDE THE UNITED STATES IN COMPLIANCE ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE ACCORDANCE WITH ALL LOCAL LAWS AND REGULATIONS; (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 THEREUNDER, IF AVAILABLE, OR (II) RULE 144A, THEREUNDER, IF AVAILABLE, AND IN EACH CASE IS COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS; OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF CLAUSE (C)(I) OR (D), THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL, OF RECOGNIZED STANDING, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. CUSIP 000000XX0 [CAD] / 000000XX0 [US] ISIN CA197309AA51 [CAD] / CA197309AB35 [US] No. ● US$● COLUMBIA CARE INC. (A corporation existing under the laws of the Province of British Columbia) 9.875% SENIOR SECURED FIRST LIEN NOTES DUE MARCH 30, 2024 COLUMBIA CARE INC. (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the Note Indenture (the “Indenture”) dated as of March 31, 2020 between the Corporation and ODYSSEY TRUST COMPANY (the “Trustee”), promises to pay to , the registered holder hereof on March 30, 2024 or on such earlier date as the Principal Amount (as defined in the Indenture) may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal sum of ● Dollars (US$●) in lawful money of the United States on presentation and surrender of this Note at the main branch of the Trustee in Vancouver, British Columbia in accordance with the terms of the Indenture, and, subject as hereinafter provided, to pay interest on the Principal Amount hereof (i) from and including the date hereof, or (ii) from and including the last Interest Payment Date (as defined in the Indenture) to which interest shall have been paid or made available for payment hereon, whichever shall be the later, in all cases, to and excluding the next Interest Payment Date, at the rate of 9.875% per annum, in like money, calculated and payable semi-annually in arrears on March 31 and September 30 in each year commencing on September 30, 2020, and the last payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date and, should the Corporation at any time make default in the payment of any principal or interest, to pay interest on the amount in default at a rate that is 2.25% higher than the applicable interest rate on the Notes, in like money and on the same dates. The Notes shall bear interest from the date of issue at the rate of 9.875% per annum (based on a year of 365 days or 366, as applicable) and will be payable in equal semi-annual amounts; provided that for any Interest Period (as defined in the indenture) that is shorter than a full semi-annual interest period, interest shall be calculated on the basis of a year of 365 days or 366 days, as applicable, and the actual number of days elapsed in that period. The Corporation shall have the right to redeem or repay any Note prior to the Maturity Date without any premium, penalty, bonus or other payment. This Note is one of the 9.875% Notes of the Corporation issued under the provisions of the Indenture. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Notes are or are to be issued and held and the rights and remedies of the holders of the Notes and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Note by acceptance hereof assents. If the date for payment of any amount of principal, premium or interest is not a Business Day (as defined in the Indenture) at the place of payment, then payment will be made on the next Business Day and the holder hereof will not be entitled to any further interest on such principal, or to any interest on such interest, premium or other amount so payable, in respect of the period from the date for payment to such next Business Day. Interest hereon shall be payable by cheque mailed by prepaid ordinary mail or by electronic transfer of funds to the registered holder hereof and, subject to the provisions of this Indenture, the mailing of such cheque or the electronic transfer of such funds shall, to the extent of the sum represented thereby (plus the amount of any Taxes deducted or withheld), satisfy and discharge all liability for interest on this Note. The Notes are issuable only in denominations of US$1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Notes of any denomination may be exchanged for an equal aggregate principal amount of Notes in any other authorized denomination or denominations. Notwithstanding anything to the contrary in this Note, to the extent required by applicable law (as determined in all respects by the Company), payments under this Note will be subject to withholding on account of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of such payments, and no additional amounts shall be paid by the Company to the registered holder in respect of any such withheld amounts. The registered holder hereby acknowledges and accepts that (i) the registered holder is not relying on the Company (or any representative of the Company) for any tax advice relating to the acquisition, ownership or disposition of this Note, including, without limitation, in any jurisdiction in which the registered holder may be subject to any taxes, (ii) payments under this Note may be subject to withholding by the Company, (iii) the Company has not guaranteed to the registered older a net rate of return to the registered older after the imposition of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of any payments under this Note and will not gross up the interest rate or make any additional payments to the holder on account of any such tax, duty or charge, or otherwise, and (iv) the Company may set off and apply any amount otherwise payable to a registered holder under this Note to any liability of the Company for any past, present or future tax, duty, assessment or governmental charge imposed upon or as a result of any amount paid or payable to such registered holder under this Note. The indebtedness evidenced by this Note, and by all other Notes now or hereafter certified and delivered under the Indenture, is a direct secured obligation of the Corporation. These Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. The Notes may only be offered and sold pursuant to an exemption from the registration requirements of the U.S. Securities Act or pursuant to an available exemption from such registration requirements. The Indenture contains provisions making binding upon all holders of Notes outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of Notes outstanding, which resolutions or instruments may have the effect of amending the terms of this Note or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of shares of the Corporation and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this Note. This Note may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Calgary, Alberta and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Note shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Note for cancellation. Thereupon a new Note or Notes in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Note shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. Capitalized words or expressions used in this Note shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Note and the Indenture, the terms of the Indenture shall govern.;

Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of March 31May 16, 2020 2019 irrespective of the actual date of execution hereof. The parties have executed this IndentureAgreement. COLUMBIA CARE INCIONIC BRANDS CORP. By: /s/ Xxxxxxx Xxxxxx "Xxxx Xxxxx" Name: Xxxxxxx Xxxxxx Xxxx Xxxxx Title: Chief Executive Chairman Officer ODYSSEY TRUST COMPANY By: Name: Title: By: Name: Title: Signature page to Note Indenture The parties have executed this Indenture. COLUMBIA CARE INC. By: Name: Title: ODYSSEY TRUST COMPANY By: /s/ "Xxx Xxxxxx Xxxxxx" Name: Xxx Xxxxxx Title: VP, Corporate Trust By: /s/ Xxx "Xxxxxxx Xxxxxx" Name: Xxx Xxxxxxx Xxxxxx Title: Director, Corporate Trust Client Services Schedule A – Form of Note Debenture‌ [NOTE INITIAL DEBENTURES LEGEND] UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [SEPTEMBER 17, 2019. (INSERT IF BEING ISSUED TO CDS) THIS DEBENTURE IS A GLOBAL DEBENTURE WITHIN THE DATE THAT MEANING OF THE INDENTURE HEREIN REFERRED TO AND IS 4 MONTHS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS DEBENTURE MAY NOT BE TRANSFERRED TO OR EXCHANGED FOR DEBENTURES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST INDENTURE DATED AS OF THE 16TH DAY OF MAY, 2019 BETWEEN IONIC BRANDS CORP. AND ODYSSEY TRUST COMPANY (THE “INDENTURE”). EVERY DEBENTURE AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS DEBENTURE SHALL BE A DAY AFTER GLOBAL DEBENTURE SUBJECT TO THE DISTRIBUTION DATE]FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO IONIC BRANDS CORP. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.” [U.S. LEGEND – TO BE INCLUDED ON ALL NOTES INITIAL DEBENTURES ISSUED TO U.S. NOTEHOLDERS PURSUANT TO SECTION 2.12 OF THE INDENTUREPURCHASERS.] THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH NOTESSECURITIES, AGREES, AGREES FOR THE BENEFIT OF COLUMBIA CARE INC. (THE “CORPORATION”), CORPORATION THAT SUCH NOTES SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, TRANSFERRED ONLY (A) TO THE CORPORATION; , (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE ACCORDANCE WITH 38791998v2 ALL LOCAL LAWS AND REGULATIONS; , (C) IN COMPLIANCE WITH PURSUANT TO THE EXEMPTION FROM THE REGISTRATION UNDER REQUIREMENTS OF THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 THEREUNDER, IF AVAILABLE, OR (II) RULE 144A, THEREUNDER, IF AVAILABLE, AND IN EACH CASE IS COMPLIANCE ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS; , OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWSLAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND, AND IN THE CASE OF CLAUSE (C)(IC) OR (D), THE SELLER FURNISHES HOLDER HAS PRIOR TO SUCH SALE FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL, COUNSEL OR OTHER EVIDENCE OF RECOGNIZED STANDING, EXEMPTION IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECTCORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. CUSIP LEGAL_00000000.5 XXXXX 000000XX0 [CAD] / 000000XX0 [US] ISIN CA197309AA51 [CAD] / CA197309AB35 [US] XSIN CA462202AA08 No. ● US$$● COLUMBIA CARE INCIONIC BRANDS CORP. (A corporation existing incorporated under the laws of the Province of British Columbia) 9.8758.0% SENIOR SECURED FIRST LIEN NOTES UNSECURED CONVERTIBLE DEBENTURE DUE MARCH 30MAY 16, 2024 COLUMBIA CARE INC. 2022 IONIC Brands Corp. (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the Note Debenture Indenture (the “Indenture”) dated as of March 31May 16, 2020 2019 between the Corporation and ODYSSEY TRUST COMPANY Odyssey Trust Company (the “Trustee”), promises to pay to , the registered holder hereof on March 30May 16, 2024 2022 or on such earlier date as the Principal Amount (as defined in the Indenture) principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal sum of ● Dollars (US$●) amount hereof in lawful money of the United States Canada on presentation and surrender of this Note Initial Debenture at the main branch of the Trustee in VancouverCalgary, British Columbia Alberta in accordance with the terms of the Indenture, Indenture and, subject as hereinafter provided, to pay interest on the Principal Amount principal amount hereof (i) from from, and including including, the date hereof, or (ii) from and including the last Interest Payment Date (as defined in the Indenture) to which interest shall have been paid or made available for payment hereon, whichever shall be the is later, in all cases, to and excluding the next Interest Payment Date, at the rate of 9.8758.0% per annumannum (based on a year of 360 days comprised of twelve 30-day months), in like money, calculated and payable in arrears in equal (with the exception of the first interest payment which will include interest from May 16, 2019 as set forth below) semi-annually annual instalments (less any tax required by law to be deducted or withheld) on the last day in arrears on March 31 June and September 30 December in each year commencing on September 30, 2020, June 28 2019 and the last payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date and, should the Corporation at any time make default in the payment of any principal principal, premium, if any, or interest, to pay interest on the amount in default at a rate that is 2.25% higher than the applicable interest rate on the Notessame rate, in like money and on the same dates. The Notes shall bear For the avoidance of doubt, the first interest payment will include interest accrued from the date of issue at the rate of 9.875% per annum (based on a year of 365 days or 366May 16, as applicable) and 2019 to June 28 2019, which will be payable in equal semi-annual amounts; provided that to $9.56 for any Interest Period (as defined in the indenture) that is shorter than a full semi-annual interest period, interest shall be calculated on the basis each $1,000 principal amount of a year of 365 days or 366 days, as applicable, and the actual number of days elapsed in that period. The Corporation shall have the right to redeem or repay any Note prior to the Maturity Date without any premium, penalty, bonus or other paymentInitial Debentures. This Note Initial Debenture is one of the 9.8758.0% Notes Unsecured Convertible Debentures (referred to herein as the “Initial Debentures”) of the Corporation issued or issuable in one or more series under the provisions of the Indenture. The Initial Debentures authorized for issue immediately are limited to an aggregate principal amount of up to $20,880,000 in lawful money of Canada. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Notes Initial Debentures are or are to be issued and held and the rights and remedies of the holders of the Notes Initial Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Note Initial Debenture by acceptance hereof assents. If the date for payment of any amount of principal, premium or interest is not a Business Day (as defined in the Indenture) at the place of payment, then payment will be made on the next Business Day and the holder hereof will not be entitled to any further interest on such principal, or to any interest on such interest, premium or other amount so payable, in respect of the period from the date for payment to such next Business Day. Interest hereon shall be payable by cheque mailed by prepaid ordinary mail or by electronic transfer of funds to the registered holder hereof and, subject to the provisions of this Indenture, the mailing of such cheque or the electronic transfer of such funds shall, to the extent of the sum represented thereby (plus the amount of any Taxes deducted or withheld), satisfy and discharge all liability for interest on this Note. The Notes are issuable only in denominations of US$1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Notes of any denomination may be exchanged for an equal aggregate principal amount of Notes in any other authorized denomination or denominations. Notwithstanding anything to the contrary in this Note, to the extent required by applicable law (as determined in all respects by the Company), payments under this Note will be subject to withholding on account of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of such payments, and no additional amounts shall be paid by the Company to the registered holder in respect of any such withheld amounts. The registered holder hereby acknowledges and accepts that (i) the registered holder is not relying on the Company (or any representative of the Company) for any tax advice relating to the acquisition, ownership or disposition of this Note, including, without limitation, in any jurisdiction in which the registered holder may be subject to any taxes, (ii) payments under this Note may be subject to withholding by the Company, (iii) the Company has not guaranteed to the registered older a net rate of return to the registered older after the imposition of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of any payments under this Note and will not gross up the interest rate or make any additional payments to the holder on account of any such tax, duty or charge, or otherwise, and (iv) the Company may set off and apply any amount otherwise payable to a registered holder under this Note to any liability of the Company for any past, present or future tax, duty, assessment or governmental charge imposed upon or as a result of any amount paid or payable to such registered holder under this Note. The indebtedness evidenced by this Note, and by all other Notes now or hereafter certified and delivered under the Indenture, is a direct secured obligation of the Corporation. These Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. The Notes may only be offered and sold pursuant to an exemption from the registration requirements of the U.S. Securities Act or pursuant to an available exemption from such registration requirements. The Indenture contains provisions making binding upon all holders of Notes outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of Notes outstanding, which resolutions or instruments may have the effect of amending the terms of this Note or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of shares of the Corporation and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this Note. This Note may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Calgary, Alberta and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Note shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Note for cancellation. Thereupon a new Note or Notes in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Note shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. Capitalized words or expressions used in this Note shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Note and the Indenture, the terms of the Indenture shall govern.

Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of March 31June 12, 2020 irrespective of the actual date of execution hereof. [Balance of Page Left Blank] The parties have executed this IndentureAgreement. COLUMBIA CARE INCINTERROBANG LTD. By: /s/ Xxxxxxx "Xxxxxx Xxxxxxxx" Name: Xxxxxxx Xxxxxx Xxxxxxxx Title: Executive Chairman ODYSSEY TRUST COMPANY Authorized Signing Officer CAPITAL TRANSFER AGENCY, ULC By: "Xxxxx Xxxxxxxx" Name: Xxxxx Xxxxxxxx Title: By: Name: Title: Signature page to Note Indenture The parties have executed this Indenture. COLUMBIA CARE INC. By: Name: Title: ODYSSEY TRUST COMPANY By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: VP, Corporate Trust By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director, Corporate Trust Managing Director Schedule A – Form of Note Debenture [NOTE DEBENTURES LEGEND] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES, INC. ("CDS") TO INTERROBANG LTD. (THE "CORPORATION") OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 FOUR MONTHS AND A DAY AFTER THE LATER OF (I) [INSERT DISTRIBUTION DATE], AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY. [U.S. LEGEND – TO BE INCLUDED ON ALL NOTES DEBENTURES ISSUED TO U.S. NOTEHOLDERS PURSUANT TO SECTION 2.12 OF THE INDENTUREDEBENTUREHOLDERS] THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “"U.S. SECURITIES ACT”"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH NOTESSECURITIES, AGREES, FOR THE BENEFIT OF COLUMBIA CARE INCINTERROBANG LTD. (THE “"CORPORATION”"), THAT SUCH NOTES SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION; (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH ALL LOCAL LAWS AND REGULATIONS; (C) IN COMPLIANCE ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 THEREUNDER, IF AVAILABLE, OR or (II) RULE 144A, 144A THEREUNDER, IF AVAILABLE, AND IN EACH CASE IS IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS; OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF CLAUSE (C)(IC) OR (D), THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL, OF RECOGNIZED STANDING, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “"GOOD DELIVERY” " IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. CUSIP 000000XX0 [CAD] / 000000XX0 [US] ISIN CA197309AA51 [CAD] / CA197309AB35 [US] No. ● US$$● COLUMBIA CARE INCINTERROBANG LTD. (A corporation existing incorporated under the laws of the Province of British ColumbiaOntario) 9.87512% SENIOR SECURED FIRST LIEN NOTES CONVERTIBLE DEBENTURE DUE MARCH 30[May 19/22, 2024 COLUMBIA CARE INC2023] INTERROBANG LTD. (the “"Corporation”") for value received hereby acknowledges itself indebted and, subject to the provisions of the Note Debenture Indenture (the “"Indenture”") dated as of March 31June 12, 2020 between the Corporation and ODYSSEY TRUST COMPANY CAPITAL TRANSFER AGENCY, ULC (the “"Trustee”"), promises to pay to , the registered holder hereof on March 30[May 19/22, 2024 2023] or on such earlier date as the Principal Amount (as defined in the Indenture) principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “"Maturity Date”") the principal sum of ● Dollars (US$$●) in lawful money of the United States Canada on presentation and surrender of this Note Debenture at the main branch of the Trustee in VancouverToronto, British Columbia Ontario in accordance with the terms of the Indenture, and, subject as hereinafter provided, to pay . The Debentures shall bear interest on the Principal Amount hereof (i) from and including the date hereof, or (ii) from and including the last Interest Payment Date (as defined in the Indenture) to which interest shall have been paid or made available for payment hereon, whichever shall be the later, in all cases, to and excluding the next Interest Payment Date, of issue at the rate of 9.87512% per annum, annum (based on a 365-day year and the actual number of days elapsed in like money, calculated and that period). The interest will be payable semi-annually in arrears on March 31 last day of each month and September 30 in each year commencing on September the Maturity Date (each, an "Interest Payment Date"). The first such payment shall fall due on June 30, 2020, 2020 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date andDate. Interest shall be payable after as well as before maturity and after as well as before default, should with interest on amounts in default at the Corporation at same rate, compounded monthly. For certainty, the first interest payment will include interest accrued from and including the date of issuance of the Debentures to, but excluding June 30, 2020, which will be equal to $5.9178 for each $1,000 principal amount of Debentures. Any payment required to be made on any time make default in day that is not a Business Day will be made on the next succeeding Business Day. The record date for the payment of any principal or interest, to pay interest on the amount in default at a rate that is 2.25% higher than the applicable interest rate on the Notes, in like money and on the same dates. The Notes shall bear interest from the date of issue at the rate of 9.875% per annum (based on a year of 365 days or 366, as applicable) and Debentures will be payable in equal semi-annual amounts; provided that for any date which is five Business Days prior to each Interest Period Payment Date. For the purposes of disclosure under the Interest Act (as defined in the indenture) that Canada), whenever interest is shorter than a full semi-annual interest period, interest shall be calculated computed under this Debenture on the basis of a year of 365 (the “deemed year”) which contains fewer days or 366 days, as applicable, and than the actual number of days elapsed in that period. The Corporation the calendar year of calculation, such rate of interest shall have be expressed as a yearly rate by multiplying such rate of interest by the right to redeem or repay any Note prior to actual number of days in such calendar year of calculation and dividing it by the Maturity Date without any premium, penalty, bonus or other paymentnumber of days in the deemed year. This Note Debenture is one of the 9.87512% Notes Senior Secured Convertible Debentures (referred to herein as the "Debentures") of the Corporation issued under the provisions of the Indenture. The Debentures authorized for issue immediately are limited to an aggregate principal amount of $2,500,000. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Notes Debentures are or are to be issued and held and the rights and remedies of the holders of the Notes Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Note Debenture by acceptance hereof assents. If the date for payment of any amount of principal, premium or interest is not a Business Day (as defined in the Indenture) at the place of payment, then payment will be made on the next Business Day and the holder hereof will not be entitled to any further interest on such principal, or to any interest on such interest, premium or other amount so payable, in respect of the period from the date for payment to such next Business Day. Interest hereon shall be payable by cheque mailed by prepaid ordinary mail or by electronic transfer of funds to the registered holder hereof and, subject to the provisions of this Indenture, the mailing of such cheque or the electronic transfer of such funds shall, to the extent of the sum represented thereby (plus the amount of any Taxes deducted or withheld), satisfy and discharge all liability for interest on this Note. The Notes Debentures are issuable only in denominations of US$$1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Notes Debentures of any denomination may be exchanged for an equal aggregate principal amount of Notes Debentures in any other authorized denomination or denominations. Notwithstanding anything Any part, being $1,000 or an integral multiple thereof, of the principal of this Debenture, provided that the principal amount of this Debenture is in a denomination in excess of $1,000, is convertible, at the option of the holder hereof, upon surrender of this Debenture at the principal office of the Trustee in Xxxxxxx, Xxxxxxx, at any time prior to the contrary in this Note, third business day prior to the extent required by applicable law (as determined in all respects by the Company), payments under this Note will be subject to withholding on account earlier of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of such payments, and no additional amounts shall be paid by the Company to the registered holder in respect of any such withheld amounts. The registered holder hereby acknowledges and accepts that (i) the registered holder is not relying on the Company (or any representative of the Company) for any tax advice relating to the acquisition, ownership or disposition of this Note, including, without limitation, in any jurisdiction in which the registered holder may be subject to any taxes, Maturity Date and (ii) payments under this Note the Redemption Date, into units ("Units") each comprised of one Common Share (as defined below) and one-half of one Warrant of the Corporation (without adjustment for interest accrued hereon or for dividends or distributions on Common Shares issuable upon conversion) at a conversion price of $0.05 (the "Conversion Price") per Unit, being a rate of approximately 20,000 Units for each $1,000 principal amount of Debentures, all subject to the terms and conditions and in the manner set forth in the Indenture. In the event that the common shares in the capital of the Corporation ("Common Shares") have a closing price on the exchange on which the Common Shares may be traded at such time of greater than $0.15 per share, subject to withholding by adjustment, for a period of 10 consecutive trading days, the CompanyCorporation may cause the Debentures to be converted at the Conversion Price provided, however, that the Corporation shall deliver a notice (iiia "Forced Conversion Notice") the Company has not guaranteed to the registered older applicable Debenture holders not less than a net rate minimum of return 30 days and a maximum 60 prior to the registered older after conversion date specified in such Forced Conversion Notice. No Debentures may be converted during the imposition five Business Days preceding each Interest Payment Date, as the registers of the Trustee will be closed during such periods. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares or Warrants will be issued on any present conversion, and any Common Shares or future tax, duty, assessment or governmental charge imposed upon or as a result of any payments under this Note and Warrants so issuable will not gross up the interest rate or make any additional payments be rounded down to the nearest whole number. Holders converting their Debentures will receive accrued and unpaid interest thereon. If a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the Person or Persons entitled to receive Common Shares in respect of the Debentures so surrendered for conversion shall not become the holder or holders of record of such Common Shares and Warrants until the Business Day following such Interest Payment Date and, for clarity, any interest payable on such Debentures will be for the account of any the holder of record of such tax, duty or charge, or otherwise, and (iv) Debentures at the Company close of business on the relevant record date. This Debenture may set off and apply any amount otherwise payable to a registered holder under this Note to any liability be redeemed at the option of the Company for any past, present or future tax, duty, assessment or governmental charge imposed upon or as a result of any amount paid or payable to such registered holder under this NoteCorporation on the terms and conditions set out in the Indenture. The indebtedness evidenced by this NoteDebenture, and by all other Notes Debentures now or hereafter certified and delivered under the Indenture, is a direct secured obligation of the Corporation. These Notes Debentures and the Common Shares and Warrants issuable upon conversion hereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the “"U.S. Securities Act”"), or the securities laws of any state of the United States. The Notes Debentures, Common Shares and Warrants may only be offered and sold pursuant to an exemption from the registration requirements of the U.S. Securities Act or pursuant to an available exemption from such registration requirements. The Indenture contains provisions making binding upon all holders of Notes Debentures outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of Notes Debentures outstanding, which resolutions or instruments may have the effect of amending the terms of this Note Debenture or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of shares of the Corporation Common Shares and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this NoteDebenture. This Note Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of CalgaryToronto, Alberta Ontario and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Note Debenture shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Note Debenture for cancellation. Thereupon a new Note Debenture or Notes Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Note Debenture shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. Capitalized words or expressions used in this Note Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Note Debenture and the Indenture, the terms of the Indenture shall govern.

Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of March 31May 23, 2020 2019 irrespective of the actual date of execution hereof. The parties have executed this IndentureAgreement. COLUMBIA CARE CANSORTIUM INC. By: /s/ (signed) Xxxx Xxxxxxx Xxxxxx Name: Xxxx Xxxxxxx Xxxxxx Title: Executive Chairman ODYSSEY TRUST COMPANY By: Name: Title: By: Name: Title: Signature page to Note Indenture The parties have executed this Indenture. COLUMBIA CARE Authorized Signing Officer CANSORTIUM INTERNATIONAL INC. By: (signed) Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: ODYSSEY TRUST COMPANY Authorized Signing Officer CANSORTIUM HOLDINGS LLC By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: VP, Corporate Trust By: /s/ Xxx (signed) Xxxx Xxxxxxx Name: Xxx Xxxx Xxxxxxx Title: DirectorAuthorized Signing Officer CANSORTIUM FLORIDA, Corporate Trust LLC By: (signed) Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Signing Officer CANSORTIUM MICHIGAN LLC By: (signed) Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Signing Officer CANSORTIUM PENNSYLVANIA, LLC By: (signed) Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Signing Officer CAPITAL TRANSFER AGENCY, ULC By: (signed) Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Schedule A – Form of Note Debenture [NOTE DEBENTURES LEGEND] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES, INC. (“CDS”) TO CANSORTIUM INC. (THE “CORPORATION”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY OR ANY SECURITY ISSUABLE UPON THE CONVERSION HEREOF MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE]SEPTEMBER 24, 2019. [U.S. LEGEND – TO BE INCLUDED ON ALL NOTES DEBENTURES ISSUED TO U.S. NOTEHOLDERS DEBENTUREHOLDERS PURSUANT TO SECTION 2.12 2.13(1)(a) OF THE INDENTURE] THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF] HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH NOTESSECURITIES, AGREES, FOR THE BENEFIT OF COLUMBIA CARE CANSORTIUM INC. (THE “CORPORATION”), THAT SUCH NOTES SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION; (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH ALL LOCAL LAWS AND REGULATIONS; (C) IN COMPLIANCE ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 THEREUNDER, IF AVAILABLE, OR or (II) RULE 144A, 144A THEREUNDER, IF AVAILABLE, AND IN EACH CASE IS IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS; OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF CLAUSE (C)(IC) OR (D), THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL, OF RECOGNIZED STANDING, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. CUSIP 000000XX0 [CAD] / 000000XX0 [US] ISIN CA197309AA51 [CAD] / CA197309AB35 [US] 00000XXX0 XXXX XX00000XXX00 No. ● US$● COLUMBIA CARE CANSORTIUM INC. (A corporation existing incorporated under the laws of the Province of British ColumbiaOntario) 9.87512% SENIOR SECURED FIRST LIEN NOTES CONVERTIBLE DEBENTURE DUE MARCH 30MAY 23, 2024 COLUMBIA CARE 2021 CANSORTIUM INC. (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the Note Debenture Indenture (the “Indenture”) dated as of March 31May 23, 2020 2019 between the Corporation and ODYSSEY TRUST COMPANY CAPITAL TRANSFER AGENCY, ULC (the “Trustee”), promises to pay to , the registered holder hereof on March 30May 23, 2024 2021 or on such earlier date as the Principal Amount (as defined in the Indenture) principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal sum of ● Dollars (US$●) in lawful money of the United States on presentation and surrender of this Note Debenture at the main branch of the Trustee in VancouverToronto, British Columbia Ontario in accordance with the terms of the Indenture, and, subject as hereinafter provided, to pay . The Debentures shall bear interest on the Principal Amount hereof (i) from and including the date hereof, or (ii) from and including the last Interest Payment Date (as defined in the Indenture) to which interest shall have been paid or made available for payment hereon, whichever shall be the later, in all cases, to and excluding the next Interest Payment Date, of issue at the rate of 9.87512% per annumannum (based on a year of 360 days composed of twelve 30-day months). Interest will be paid as to (i) 6.0% in cash, in like money, calculated accruing daily and due and payable semi-annually quarterly (the “Cash Interest”) and (ii) as to 6% in cash, accruing daily as simple interest and due and payable on the Maturity Date (the “Deferred Interest”) provided that such Deferred Interest shall be automatically converted at the Conversion Price on the date of conversion of the applicable Debenture. The Cash Interest will be payable in arrears on March 31 and September 30 in each year commencing on June 30, September 30, 2020December 31 and March 31 of each year and on the Maturity Date (each, an “Interest Payment Date”). The first such payment shall fall due on June 30, 2019 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date andDate. Interest shall be payable after as well as before maturity and after as well as before default, should with interest on amounts in default at the Corporation at same rate, compounded monthly. For certainty, the first interest payment will include interest accrued from and including the date of closing of the Offering to, but excluding June 30, 2019, which will be equal to US$6.33 for each US$1,000 principal amount of Debentures. Any payment required to be made on any time make default in day that is not a Business Day will be made on the next succeeding Business Day. The record date for the payment of any principal or interest, to pay interest on the amount in default at a rate that is 2.25% higher than the applicable interest rate on the Notes, in like money and on the same dates. The Notes shall bear interest from the date of issue at the rate of 9.875% per annum (based on a year of 365 days or 366, as applicable) and Debentures will be payable in equal semi-annual amounts; provided that for any date which is five Business Days prior to each Interest Period (as defined in the indenture) that is shorter than a full semi-annual interest period, interest shall be calculated on the basis of a year of 365 days or 366 days, as applicable, and the actual number of days elapsed in that periodPayment Date. The Corporation shall not have the right to redeem or repay any Note Debenture prior to the Maturity Date without any premium, penalty, bonus or other paymentDate. This Note Debenture is one of the 9.87512% Notes Senior Secured Convertible Debentures of the Corporation issued under the provisions of the Indenture. The Debentures authorized for issue immediately are limited to an aggregate principal amount of US$28,750,000, in connection with the private placement of Units (amount includes the 15% over-allotment option granted to the Agents pursuant to the Agency Agreement). Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Notes Debentures are or are to be issued and held and the rights and remedies of the holders of the Notes Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Note Debenture by acceptance hereof assents. If the date for payment of any amount of principal, premium or interest is not a Business Day (as defined in the Indenture) at the place of payment, then payment will be made on the next Business Day and the holder hereof will not be entitled to any further interest on such principal, or to any interest on such interest, premium or other amount so payable, in respect of the period from the date for payment to such next Business Day. Interest hereon shall be payable by cheque mailed by prepaid ordinary mail or by electronic transfer of funds to the registered holder hereof and, subject to the provisions of this Indenture, the mailing of such cheque or the electronic transfer of such funds shall, to the extent of the sum represented thereby (plus the amount of any Taxes deducted or withheld), satisfy and discharge all liability for interest on this Note. The Notes Debentures are issuable only in denominations of US$1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Notes Debentures of any denomination may be exchanged for an equal aggregate principal amount of Notes Debentures in any other authorized denomination or denominations. Notwithstanding anything Any part, being US$1,000 or an integral multiple thereof, of the principal of this Debenture, provided that the principal amount of this Debenture is in a denomination in excess of US$1,000, is convertible, at the option of the holder hereof, upon surrender of this Debenture at the principal office of the Trustee in Xxxxxxx, Xxxxxxx, at any time prior to the contrary in close of business on the Business Day preceding the Maturity Date or, if this NoteDebenture is called for redemption on or prior to such date, then, to the extent required by applicable law so called for redemption, up to but not after the close of business on the last Business Day (as determined defined in the Indenture) immediately preceding the date specified for redemption of this Debenture or, if called for repurchase pursuant to a Change of Control (as defined in the Indenture) on the Business Day immediately prior to the payment date, into common shares of the Corporation (the “Common Shares”) (without adjustment for interest accrued hereon or for dividends or distributions on Common Shares issuable upon conversion) at a conversion price of US$2.10 (the “Conversion Price”) per Common Share, being a rate of approximately 476 Common Shares for each US$1,000 principal amount of Debentures, all respects by subject to the Company)terms and conditions and in the manner set forth in the Indenture. No Debentures may be converted during the five Business Days preceding each Interest Payment Date, payments under this Note as the registers of the Trustee will be subject to withholding closed during such periods. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued on account of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of such paymentsconversion, and no additional amounts shall any Common Shares so issuable will be paid by the Company rounded down to the registered holder nearest whole number. Holders converting their Debentures will receive accrued and unpaid interest thereon. If a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the Person or Persons entitled to receive Common Shares in respect of the Debentures so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date and, for clarity, any interest payable on such withheld amountsDebentures will be for the account of the holder of record of such Debentures at the close of business on the relevant record date. The registered holder hereby acknowledges and accepts that Upon the occurrence of a Change of Control, the holders of the Debentures shall, in their sole discretion, have the right to require the Corporation to, either: (i) purchase the registered holder is not relying on Debentures (the Company (or any representative “Change of Control Purchase Option”) at 101% of the Companyprincipal amount thereof plus unpaid interest to (but excluding) for any tax advice relating to the acquisition, ownership date the Debentures are so repurchased; or disposition of this Note, including, without limitation, in any jurisdiction in which the registered holder may be subject to any taxes, (ii) payments under this Note may be subject to withholding by convert the Company, (iii) Debentures at the Company has not guaranteed to the registered older a net rate of return to the registered older after the imposition of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of any payments under this Note and will not gross up the interest rate or make any additional payments to the holder on account of any such tax, duty or charge, or otherwise, and (iv) the Company may set off and apply any amount otherwise payable to a registered holder under this Note to any liability of the Company for any past, present or future tax, duty, assessment or governmental charge imposed upon or as a result of any amount paid or payable to such registered holder under this NoteConversion Price. The indebtedness evidenced by this NoteDebenture, and by all other Notes Debentures now or hereafter certified and delivered under the Indenture, is a direct secured obligation of the Corporation. These Notes Debentures and the Common Shares issuable upon conversion hereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. The Notes Debentures and Common Shares may only be offered and sold pursuant to an exemption from the registration requirements of the U.S. Securities Act or pursuant to an available exemption from such registration requirements. The Indenture contains provisions making binding upon all holders of Notes Debentures outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of Notes Debentures outstanding, which resolutions or instruments may have the effect of amending the terms of this Note Debenture or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of shares of the Corporation Common Shares and officers, directors and employees of the Corporation Obligors in respect of any obligation or claim arising out of the Indenture or this NoteDebenture. This Note Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of CalgaryToronto, Alberta Ontario and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Note Debenture shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Note Debenture for cancellation. Thereupon a new Note Debenture or Notes Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Note Debenture shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. Capitalized words or expressions used in this Note Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Note Debenture and the Indenture, the terms of the Indenture shall govern.

Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of March 31December 23, 2020 2019 irrespective of the actual date of execution hereof. The parties have executed this IndentureAgreement. COLUMBIA CARE SIYATA MOBILE INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Executive Chairman ODYSSEY TRUST COMPANY By: Name: Title: By: Name: Title: Signature page to Note Indenture The parties have executed this Indenture. COLUMBIA CARE INC. By: Name: Title: ODYSSEY TRUST COMPANY By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: VP, Corporate Trust By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director, Corporate Trust Schedule A – Form of Note [NOTE LEGEND] Debenture (INSERT IF BEING ISSUED TO CDS) UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO SIYATA MOBILE INC.. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [APRIL 24, 2020. (INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE]. [U.S. LEGEND – TO BE INCLUDED ON ALL NOTES ISSUED TO U.S. NOTEHOLDERS PURSUANT TO SECTION 2.12 IF APPLICABLE) WITHOUT PRIOR APPROVAL OF THE INDENTURE] EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR BY THIS CERTIFICATE AND THE SECURITIES LAWS OF ANY STATE ISSUABLE UPON EXERCISE THEREOF MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH NOTES, AGREES, TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF COLUMBIA CARE INCA CANADIAN RESIDENT UNTIL APRIL 24, 2020. (THE “CORPORATION”), THAT SUCH NOTES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION; (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH ALL LOCAL LAWS AND REGULATIONS; (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 THEREUNDER, IF AVAILABLE, OR (II) RULE 144A, THEREUNDER, IF AVAILABLE, AND IN EACH CASE IS COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS; OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF CLAUSE (C)(I) OR (D), THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL, OF RECOGNIZED STANDING, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. CUSIP 000000XX0 [CAD] / 000000XX0 [US] ISIN CA197309AA51 [CAD] / CA197309AB35 [US] Certificate No. ● US$● COLUMBIA CARE [●] C$[●] CUSIP Xx. 00000XXX0 ISIN No. CA83013QAA19 SIYATA MOBILE INC. (A corporation existing under the laws of the Province of British Columbia) 9.875% SENIOR SECURED FIRST LIEN NOTES DUE MARCH 30, 2024 COLUMBIA CARE INC. (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the Note Indenture (the “Indenture”) dated as of March 31, 2020 between the Corporation and ODYSSEY TRUST COMPANY (the “Trustee”Colombia), promises to pay to , the registered holder hereof on March 30, 2024 or on such earlier date as the Principal Amount (as defined in the Indenture) may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal sum of ● Dollars (US$●) in lawful money of the United States on presentation and surrender of this Note at the main branch of the Trustee in Vancouver, British Columbia in accordance with the terms of the Indenture, and, subject as hereinafter provided, to pay interest on the Principal Amount hereof (i) from and including the date hereof, or (ii) from and including the last Interest Payment Date (as defined in the Indenture) to which interest shall have been paid or made available for payment hereon, whichever shall be the later, in all cases, to and excluding the next Interest Payment Date, at the rate of 9.875% per annum, in like money, calculated and payable semi-annually in arrears on March 31 and September 30 in each year commencing on September 30, 2020, and the last payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date and, should the Corporation at any time make default in the payment of any principal or interest, to pay interest on the amount in default at a rate that is 2.25% higher than the applicable interest rate on the Notes, in like money and on the same dates. The Notes shall bear interest from the date of issue at the rate of 9.875% per annum (based on a year of 365 days or 366, as applicable) and will be payable in equal semi-annual amounts; provided that for any Interest Period (as defined in the indenture) that is shorter than a full semi-annual interest period, interest shall be calculated on the basis of a year of 365 days or 366 days, as applicable, and the actual number of days elapsed in that period. The Corporation shall have the right to redeem or repay any Note prior to the Maturity Date without any premium, penalty, bonus or other payment. This Note is one of the 9.875% Notes of the Corporation issued under the provisions of the Indenture. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Notes are or are to be issued and held and the rights and remedies of the holders of the Notes and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Note by acceptance hereof assents. If the date for payment of any amount of principal, premium or interest is not a Business Day (as defined in the Indenture) at the place of payment, then payment will be made on the next Business Day and the holder hereof will not be entitled to any further interest on such principal, or to any interest on such interest, premium or other amount so payable, in respect of the period from the date for payment to such next Business Day. Interest hereon shall be payable by cheque mailed by prepaid ordinary mail or by electronic transfer of funds to the registered holder hereof and, subject to the provisions of this Indenture, the mailing of such cheque or the electronic transfer of such funds shall, to the extent of the sum represented thereby (plus the amount of any Taxes deducted or withheld), satisfy and discharge all liability for interest on this Note. The Notes are issuable only in denominations of US$1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Notes of any denomination may be exchanged for an equal aggregate principal amount of Notes in any other authorized denomination or denominations. Notwithstanding anything to the contrary in this Note, to the extent required by applicable law (as determined in all respects by the Company), payments under this Note will be subject to withholding on account of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of such payments, and no additional amounts shall be paid by the Company to the registered holder in respect of any such withheld amounts. The registered holder hereby acknowledges and accepts that (i) the registered holder is not relying on the Company (or any representative of the Company) for any tax advice relating to the acquisition, ownership or disposition of this Note, including, without limitation, in any jurisdiction in which the registered holder may be subject to any taxes, (ii) payments under this Note may be subject to withholding by the Company, (iii) the Company has not guaranteed to the registered older a net rate of return to the registered older after the imposition of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of any payments under this Note and will not gross up the interest rate or make any additional payments to the holder on account of any such tax, duty or charge, or otherwise, and (iv) the Company may set off and apply any amount otherwise payable to a registered holder under this Note to any liability of the Company for any past, present or future tax, duty, assessment or governmental charge imposed upon or as a result of any amount paid or payable to such registered holder under this Note. The indebtedness evidenced by this Note, and by all other Notes now or hereafter certified and delivered under the Indenture, is a direct secured obligation of the Corporation. These Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. The Notes may only be offered and sold pursuant to an exemption from the registration requirements of the U.S. Securities Act or pursuant to an available exemption from such registration requirements. The Indenture contains provisions making binding upon all holders of Notes outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of Notes outstanding, which resolutions or instruments may have the effect of amending the terms of this Note or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of shares of the Corporation and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this Note. This Note may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Calgary, Alberta and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Note shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Note for cancellation. Thereupon a new Note or Notes in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Note shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. Capitalized words or expressions used in this Note shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Note and the Indenture, the terms of the Indenture shall govern.

Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of March 31May 14, 2020 2021 irrespective of the actual date of execution hereof. [Balance of Page Left Blank] ​ ​ ​ ​ ​ The parties have executed this IndentureAgreement. COLUMBIA CARE INC. ​ ​ THE LIMESTONE BOAT COMPANY LIMITED ​ ​ ​ ​ By: /s/ Xxxxxxx Xxxxxx ​ ​ ​ Name: Xxxxxxx Xxxxxx ​ ​ Title: Executive Chairman ODYSSEY ​ ​ TSX TRUST COMPANY ​ ​ ​ ​ By: ​ ​ ​ Name: ​ ​ Title: ​ ​ ​ ​ By: ​ ​ ​ Name: ​ ​ Title: Signature page to Note Indenture The parties have executed this Indenture. COLUMBIA CARE INC. By: Name: Title: ODYSSEY TRUST COMPANY By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: VP, Corporate Trust By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director, Corporate Trust ​ ​ ​ ​ ​ Schedule A – Form of Note [NOTE LEGEND] Debenture UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE]SEPTEMBER 14 2021. [U.S. LEGEND – TO BE INCLUDED ON ALL NOTES ALLDEBENTURES ISSUED TO U.S. NOTEHOLDERS PURSUANT TO SECTION 2.12 OF THE INDENTUREDEBENTUREHOLDERS”] THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATESSECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH NOTESTHESE SECURITIES, AGREES, AGREES FOR THE BENEFIT OF COLUMBIA CARE INC. THE LIMESTONE BOAT COMPANY LIMITED (THE “CORPORATION”), ) THAT SUCH NOTES THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, TRANSFERRED ONLY (A) TO THE CORPORATION; , (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH ALL LOCAL APPLICABLE CANADIAN LAWS AND REGULATIONS; , (C) IN COMPLIANCE ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION RULE 144 UNDER THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 THEREUNDER, IF AVAILABLE, OR (II) RULE 144A, THEREUNDERACT, IF AVAILABLE, AND IN EACH CASE IS COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS; , OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, PROVIDED THAT IN THE CASE OF CLAUSE TRANSFERS PURSUANT TO (C)(IC) OR (D)) ABOVE, THE SELLER FURNISHES TO THE CORPORATION AN A LEGAL OPINION OF COUNSEL, OF RECOGNIZED STANDING, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED TO SUCH EFFECTTHE TRANSFER AGENT. DELIVERY OF THIS CERTIFICATE THESE SECURITIES MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON CANADIAN STOCK EXCHANGES IN CANADAEXCHANGES. CUSIP 000000XX0 [CAD] / 000000XX0 [US] 00000XXX0 ISIN CA197309AA51 [CAD] / CA197309AB35 [US] CA53263GAA37 ​ ​ No. ● US$$● COLUMBIA CARE INC. ​ THE LIMESTONE BOAT COMPANY LIMITED (A corporation existing incorporated under the laws of the Province of British ColumbiaOntario) 9.87510.0% SENIOR SECURED FIRST LIEN NOTES SUBORDINATED UNSECURED CONVERTIBLE DEBENTURE DUE MARCH 30MAY 14, 2024 COLUMBIA CARE INC. The Limestone Boat Company Limited (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the Note Debenture Indenture (the “Indenture”) dated as of March 31May 14, 2020 2021 between the Corporation and ODYSSEY TRUST COMPANY TSX Trust Company (the “Trustee”), promises to pay to , the registered holder hereof on March 30May 14, 2024 or on such earlier date as the Principal Amount (as defined in the Indenture) principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal sum of ● • Dollars (US$●$•) in lawful money of the United States Canada on presentation and surrender of this Note Initial Debenture at the main branch of the Trustee in VancouverToronto, British Columbia Ontario in accordance with the terms of the Indenture, Indenture and, subject as hereinafter provided, to pay interest on the Principal Amount principal amount hereof (i) from from, and including including, the date hereof, or (ii) from and including the last Interest Payment Date (as defined in the Indenture) to which interest shall have been paid or made available for payment hereon, whichever shall be the is later, in all cases, to and excluding the next Interest Payment Date, at the rate of 9.87510.0% per annumannum (based on a year of 360 days comprised of twelve 30-day months), in like money, calculated and payable semi-annually in arrears in equal (with ​ ​ ​ ​ ​ the exception of the first interest payment which will include interest from May 14, 2021 as set forth below) annual instalments (less any tax required by law to be deducted) on March December 31 and September 30 in each year commencing on September 30December 31, 2020, 2021 and the last payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date and, should the Corporation at any time make default in the payment of any principal principal, premium, if any, or interest, to pay interest on the amount in default at a rate that is 2.25% higher than the applicable interest rate on the Notessame rate, in like money and on the same dates. The Notes shall bear For certainty, the first interest payment will include interest accrued from the date of issue at the rate of 9.875% per annum (based on a year of 365 days or 366May 14, as applicable) and 2021 to December 31, 2021, which will be payable in equal semi-annual amounts; provided that to $37.22 for any Interest Period (as defined in each $1,000 principal amount of the indenture) that is shorter than a full semi-annual interest period, interest shall be calculated on the basis of a year of 365 days or 366 days, as applicable, and the actual number of days elapsed in that period. The Corporation shall have the right to redeem or repay any Note prior to the Maturity Date without any premium, penalty, bonus or other paymentInitial Debentures. This Note Initial Debenture is one of the 9.87510.0% Notes Subordinated Unsecured Convertible Debentures (referred to herein as the “Initial Debentures”) of the Corporation issued or issuable in one or more series under the provisions of the Indenture. The Initial Debentures authorized for issue immediately are limited to an aggregate principal amount of $17,000,000 in lawful money of Canada, in connection with the non- brokered private placement of the Initial Debentures. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Notes are or Initial Debentures are to be issued and held and the rights and remedies of the holders of the Notes Initial Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Note Initial Debenture by acceptance hereof assents. If the date for payment of any amount of principal, premium or interest is not a Business Day (as defined in the Indenture) at the place of payment, then payment will be made on the next Business Day and the holder hereof will not be entitled to any further interest on such principal, or to any interest on such interest, premium or other amount so payable, in respect of the period from the date for payment to such next Business Day. Interest hereon shall be payable by cheque mailed by prepaid ordinary mail or by electronic transfer of funds to the registered holder hereof and, subject to the provisions of this Indenture, the mailing of such cheque or the electronic transfer of such funds shall, to the extent of the sum represented thereby (plus the amount of any Taxes deducted or withheld), satisfy and discharge all liability for interest on this Note. The Notes Initial Debentures are issuable only in denominations of US$$1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Notes Debentures of any denomination may be exchanged for an equal aggregate principal amount of Notes Debentures in any other authorized denomination or denominations. Notwithstanding anything Any part, being $1,000 or an integral multiple thereof, of the principal of this Initial Debenture, provided that the principal amount of this Initial Debenture is in a denomination in excess of $1,000, is convertible, at the option of the holder hereof, upon surrender of this Initial Debenture at the principal office of the Trustee in Xxxxxxx, Xxxxxxx, at any time prior to the contrary in this Noteclose of business on the fifth Business Day immediately preceding the Maturity Date, into common shares of the Corporation (the “Common Shares”) (without adjustment for interest accrued hereon or for dividends or distributions on Common Shares issuable upon conversion) at a conversion price of $0.36 (the “Conversion Price”) per Common Share, being a rate of approximately 2,777 Common Shares for each $1,000 principal amount of Initial Debentures, all subject to the extent required by applicable law (terms and conditions and in the manner set forth in the Indenture. No Initial Debentures may be converted during the five Business Days preceding December 31 in each year, commencing December 31, 2021, as determined in all respects by the Company), payments under this Note registers of the Trustee will be subject to withholding closed during such periods. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued on account of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of such paymentsconversion, and no additional amounts shall any Common Shares so issuable will be paid by the Company rounded down to the registered holder nearest whole number. Holders converting their Debentures will receive accrued and unpaid interest thereon. If a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the person or persons entitled to receive Common Shares in respect of the Debentures so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date and, for clarity, any interest payable on such withheld amounts. The registered Debentures will be for the account of the holder hereby acknowledges and accepts that (i) of record of such Debentures at the registered holder is not relying close of business on the Company relevant record date. Subject to the provisions in the Indenture and without further action on the part of the Debentureholder, if at any time beginning September 14 and prior to the Maturity Date, the volume weighted average price of the Common Shares on the Canadian Securities Exchange (or any representative such other recognized stock exchange on which the Common Shares are listed for trading) for 20 consecutive trading days equals or exceeds $0.50, as adjusted in accordance with the Indenture, the Corporation may deliver a written notice to the Debentureholder to cause the Debentureholder to convert all but not less than the principal amount of the Company) for Debentures and all accrued and unpaid interest (less any tax advice relating required by law to be deducted or withheld) into that number of Common Shares of the Corporation equal to the acquisition, ownership principal amount of the Debentures ​ ​ ​ plus all accrued and unpaid interest (less any tax required by law to be deducted or disposition of this Note, including, without limitation, in any jurisdiction in which the registered holder may be subject to any taxes, (iiwithheld) payments under this Note may be subject to withholding by the Company, (iii) the Company has not guaranteed to the registered older a net rate date of return to the registered older after the imposition of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of any payments under this Note and will not gross up the interest rate or make any additional payments to the holder on account of any such tax, duty or charge, or otherwise, and (iv) the Company may set off and apply any amount otherwise payable to a registered holder under this Note to any liability of the Company for any past, present or future tax, duty, assessment or governmental charge imposed upon or as a result of any amount paid or payable to such registered holder under this Noteforced conversion. The indebtedness evidenced by this NoteInitial Debenture, and by all other Notes Initial Debentures now or hereafter certified Authenticated and delivered under the Indenture, is a direct secured unsecured obligation of the Corporation. These Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. The Notes may only be offered and sold pursuant to an exemption from the registration requirements of the U.S. Securities Act or pursuant to an available exemption from such registration requirements. The Indenture contains provisions making binding upon all holders of Notes Initial Debentures outstanding thereunder (or in certain circumstances specific series of Initial Debentures) resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of Notes outstandingInitial Debentures outstanding (or specific series), which resolutions or instruments may have the effect of amending the terms of this Note Initial Debenture or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of shares of the Corporation Common Shares and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this NoteInitial Debenture. This Note Initial Debenture may be signed by the manual or electronic signature of an authorized officer of the Corporation and if signed electronically shall be binding on the Corporation as if it had been manually signed. Electronic signature means any electronic process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures. Delivery of an executed copy of this Initial Debenture by electronic transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Initial Debenture. This Initial Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of on the registers register(s) to be kept at the principal office of the Trustee in the City of Calgary, Alberta Toronto and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Note Initial Debenture shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Note Initial Debenture for cancellation. Thereupon a new Note Initial Debenture or Notes Initial Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Note Initial Debenture shall not become obligatory for any purpose until it shall have been certified Authenticated by the Trustee under the Indenture. Capitalized words or expressions used in this Note Initial Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Note Initial Debenture and the Indenture, the terms of the Indenture shall govern.

Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of March 31November 15, 2020 2019 irrespective of the actual date of execution hereof. The parties have executed this IndentureAgreement. COLUMBIA CARE FLOWER ONE HOLDINGS INC. By: /s/ Xxxxxxx Xxxxxx (Signed “Xxxxx Xxxxxxxx”) Name: Xxxxxxx Xxxxxx Xxxxx Xxxxxxxx Title: Executive Chairman Chief Financial Officer ODYSSEY TRUST COMPANY By: Name: Title: By: Name: Title: Signature page to Note Indenture The parties have executed this Indenture. COLUMBIA CARE INC. By: Name: Title: ODYSSEY TRUST COMPANY By: /s/ (Signed “Xxx Xxxxxx Xxxxxx”) Name: Xxx Xxxxxx Title: VP, Corporate Trust By: /s/ Xxx Xxxxxxx (Signed “Xxxxxx Xxxxxxxx”) Name: Xxx Xxxxxxx Xxxxxx Xxxxxxxx Title: Director, Corporate Trust Client Services Debenture Indenture - Signature Page Schedule A A– Form of Note Debenture [NOTE INITIAL DEBENTURES LEGEND] UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [(INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE]. [U.S. LEGEND – TO BE INCLUDED ON ALL NOTES IF BEING ISSUED TO U.S. NOTEHOLDERS PURSUANT TO SECTION 2.12 CDS) THIS DEBENTURE IS A GLOBAL DEBENTURE WITHIN THE MEANING OF THE INDENTURE] INDENTURE HEREIN REFERRED TO AND IS REGISTERED IN THE SECURITIES REPRESENTED HEREBY HAVE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS DEBENTURE MAY NOT BEEN BE TRANSFERRED TO OR EXCHANGED FOR DEBENTURES REGISTERED UNDER IN THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS NAME OF ANY STATE PERSON OTHER THAN THE DEPOSITORY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST INDENTURE DATED AS OF THE UNITED STATES. THE HOLDER HEREOF15th DAY OF NOVEMBER, BY PURCHASING SUCH NOTES, AGREES, FOR THE BENEFIT OF COLUMBIA CARE 2019 BETWEEN FLOWER ONE HOLDINGS INC. (THE “CORPORATION”), THAT SUCH NOTES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION; (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH ALL LOCAL LAWS AND REGULATIONS; (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 THEREUNDER, IF AVAILABLE, OR (II) RULE 144A, THEREUNDER, IF AVAILABLE, AND IN EACH CASE IS COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS; OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF CLAUSE (C)(I) OR (D), THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL, OF RECOGNIZED STANDING, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. CUSIP 000000XX0 [CAD] / 000000XX0 [US] ISIN CA197309AA51 [CAD] / CA197309AB35 [US] No. ● US$● COLUMBIA CARE INC. (A corporation existing under the laws of the Province of British Columbia) 9.875% SENIOR SECURED FIRST LIEN NOTES DUE MARCH 30, 2024 COLUMBIA CARE INC. (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the Note Indenture (the “Indenture”) dated as of March 31, 2020 between the Corporation and ODYSSEY TRUST COMPANY (the THE “TrusteeINDENTURE”). EVERY DEBENTURE AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, promises to pay to TRANSFER OF, the registered holder hereof on March 30OR IN EXCHANGE FOR, 2024 or on such earlier date as the Principal Amount OR IN LIEU OF, THIS DEBENTURE SHALL BE A GLOBAL DEBENTURE SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (as defined in the Indenture) may become due in accordance with the provisions of the Indenture (any such date, the “Maturity DateCDS”) the principal sum of ● Dollars TO FLOWER ONE HOLDINGS INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (US$●) in lawful money of the United States on presentation and surrender of this Note at the main branch of the Trustee in Vancouver, British Columbia in accordance with the terms of the Indenture, and, subject as hereinafter provided, to pay interest on the Principal Amount hereof (i) from and including the date hereof, or (ii) from and including the last Interest Payment Date (as defined in the Indenture) to which interest shall have been paid or made available for payment hereon, whichever shall be the later, in all cases, to and excluding the next Interest Payment Date, at the rate of 9.875% per annum, in like money, calculated and payable semi-annually in arrears on March 31 and September 30 in each year commencing on September 30, 2020, and the last payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date and, should the Corporation at any time make default in the payment of any principal or interest, to pay interest on the amount in default at a rate that is 2.25% higher than the applicable interest rate on the Notes, in like money and on the same datesAND ANY PAYMENT IS MADE TO CDS & CO. The Notes shall bear interest from the date of issue at the rate of 9.875% per annum (based on a year of 365 days or 366, as applicable) and will be payable in equal semi-annual amounts; provided that for any Interest Period (as defined in the indenture) that is shorter than a full semi-annual interest period, interest shall be calculated on the basis of a year of 365 days or 366 days, as applicable, and the actual number of days elapsed in that period. The Corporation shall have the right to redeem or repay any Note prior to the Maturity Date without any premium, penalty, bonus or other payment. This Note is one of the 9.875% Notes of the Corporation issued under the provisions of the Indenture. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Notes are or are to be issued and held and the rights and remedies of the holders of the Notes and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Note by acceptance hereof assents. If the date for payment of any amount of principal, premium or interest is not a Business Day (as defined in the Indenture) at the place of payment, then payment will be made on the next Business Day and the holder hereof will not be entitled to any further interest on such principal, or to any interest on such interest, premium or other amount so payable, in respect of the period from the date for payment to such next Business Day. Interest hereon shall be payable by cheque mailed by prepaid ordinary mail or by electronic transfer of funds to the registered holder hereof and, subject to the provisions of this Indenture, the mailing of such cheque or the electronic transfer of such funds shall, to the extent of the sum represented thereby (plus the amount of any Taxes deducted or withheldOR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), satisfy and discharge all liability for interest on this Note. The Notes are issuable only in denominations of US$1,000 and integral multiples thereof. Upon compliance with the provisions of the IndentureANY TRANSFER, Notes of any denomination may be exchanged for an equal aggregate principal amount of Notes in any other authorized denomination or denominations. Notwithstanding anything to the contrary in this NotePLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, to the extent required by applicable law (as determined in all respects by the Company)CDS & CO., payments under this Note will be subject to withholding on account of any present or future taxHAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, duty, assessment or governmental charge imposed upon or as a result of such payments, and no additional amounts shall be paid by the Company to the registered holder in respect of any such withheld amounts. The registered holder hereby acknowledges and accepts that (i) the registered holder is not relying on the Company (or any representative of the Company) for any tax advice relating to the acquisition, ownership or disposition of this Note, including, without limitation, in any jurisdiction in which the registered holder may be subject to any taxes, (ii) payments under this Note may be subject to withholding by the Company, (iii) the Company has not guaranteed to the registered older a net rate of return to the registered older after the imposition of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of any payments under this Note and will not gross up the interest rate or make any additional payments to the holder on account of any such tax, duty or charge, or otherwise, and (iv) the Company may set off and apply any amount otherwise payable to a registered holder under this Note to any liability of the Company for any past, present or future tax, duty, assessment or governmental charge imposed upon or as a result of any amount paid or payable to such registered holder under this Note. The indebtedness evidenced by this Note, and by all other Notes now or hereafter certified and delivered under the Indenture, is a direct secured obligation of the Corporation. These Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities ActTRANSFER OR DEAL WITH THIS CERTIFICATE.”), or the securities laws of any state of the United States. The Notes may only be offered and sold pursuant to an exemption from the registration requirements of the U.S. Securities Act or pursuant to an available exemption from such registration requirements. The Indenture contains provisions making binding upon all holders of Notes outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of Notes outstanding, which resolutions or instruments may have the effect of amending the terms of this Note or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of shares of the Corporation and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this Note. This Note may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Calgary, Alberta and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Note shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Note for cancellation. Thereupon a new Note or Notes in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Note shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. Capitalized words or expressions used in this Note shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Note and the Indenture, the terms of the Indenture shall govern.

Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of March 31April 7, 2020 2022 irrespective of the actual date of execution hereof. The parties have executed this Indenture. COLUMBIA CARE INCMODERN MINING TECHNOLOGY CORP. By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Chief Executive Officer COMPUTERSHARE TRUST COMPANY OF CANADA By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Professional, Corporate Trust By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Executive Chairman ODYSSEY TRUST COMPANY By: Name: Title: By: Name: Title: Signature page to Note Indenture The parties have executed this Indenture. COLUMBIA CARE INC. By: Name: Title: ODYSSEY TRUST COMPANY By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: VP, Corporate Trust By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director, Manager Corporate Trust Schedule A – Form of Note [NOTE LEGEND] UNLESS PERMITTED Debenture UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 FOUR MONTHS AND A DAY AFTER THE DISTRIBUTION DATE]. LATER OF (I) APRIL 7, 2022 AND (II) THE DATE THE ISSUER BECAME UNLESS PERMITTED A REPORTING ISUER IN ANY PROVINCE OR TERRITORY [U.S. LEGEND – TO BE INCLUDED ON ALL NOTES ISSUED TO U.S. NOTEHOLDERS PURSUANT TO SECTION 2.12 OF THE INDENTURE] If to a U.S Debentureholder, add: “THESE DEBENTURES AND THE SECURITIES REPRESENTED HEREBY DELIVERABLE UPON THE CONVERSION THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOFSECURITIES LAWS, BY PURCHASING SUCH NOTES, AGREES, FOR THE BENEFIT OF COLUMBIA CARE INC. (THE “CORPORATION”), THAT SUCH NOTES AND MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, TRANSFERRED ONLY (A) TO MODERN MINING TECHNOLOGY CORP. (THE “CORPORATION; ”) (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH ALL LOCAL LAWS AND REGULATIONS; , (C) IN COMPLIANCE ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION (1) RULE 144A UNDER THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 THEREUNDERACT, IF AVAILABLE, OR (II2) RULE 144A, THEREUNDER144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND AND, IN EACH CASE IS CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS; , OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, ; PROVIDED THAT IN THE CASE OF CLAUSE TRANSFERS PURSUANT TO (C)(IC)(2) OR (D)) ABOVE, THE SELLER FURNISHES TO THE CORPORATION AN A LEGAL OPINION OF COUNSEL, OF RECOGNIZED STANDING, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED TO COMPUTERSHARE TRUST COMPANY OF CANADA TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THESE DEBENTURES MAY NOT BE CONVERTED IN THE UNITED STATES, OR BY OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON OR A PERSON IN THE UNITED STATES, UNLESS THESE DEBENTURES AND THE COMMON SHARES ISSUABLE UPON CONVERSION THEREOF HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.”] [If a Global Debenture, add: THIS DEBENTURE IS A GLOBAL DEBENTURE WITHIN THE MEANING OF THE INDENTURE HEREIN REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS DEBENTURE MAY NOT BE TRANSFERRED TO OR EXCHANGED FOR DEBENTURES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST INDENTURE DATED AS OF THE 7TH DAY OF APRIL, 2022 BETWEEN MODERN MINING TECHNOLOGY CORP. AND COMPUTERSHARE TRUST COMPANY OF CANADA (THE “INDENTURE”). EVERY DEBENTURE AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS DEBENTURE SHALL BE A GLOBAL DEBENTURE SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED XXXXXXXXXXXXX DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO MODERN MINING TECHNOLOGY CORP. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH EFFECT. DELIVERY OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES CERTIFICATE REPRESENTED BY THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT HEREIN AND IT IS A VIOLATION OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.] CUSIP 000000XX0 [CAD] / 000000XX0 [US] ISIN CA197309AA51 [CAD] / CA197309AB35 [US] CA607673AA81 No. ● US$Principal Amount $● COLUMBIA CARE INCMODERN MINING TECHNOLOGY CORP. (A a corporation existing incorporated under the laws of the Province of British Columbia) 9.8755.0% SENIOR SECURED FIRST LIEN NOTES UNSECURED CONVERTIBLE DEBENTURE DUE MARCH 30APRIL 7, 2024 COLUMBIA CARE INC2025 MODERN MINING TECHNOLOGY CORP. (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the Note Indenture debenture indenture (the “Indenture”) dated as of March 31April 7, 2020 2022, between the Corporation and ODYSSEY TRUST COMPANY Computershare Trust Company of Canada (the “Trustee”), promises to pay to , the registered holder hereof on March 30April 7, 2024 2025 or on such earlier date as the Principal Amount (as defined in the Indenture) principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal sum of ● Dollars (US$●) amount hereof in lawful money of the United States of America on presentation and surrender of this Note Initial Debenture at the main branch office of the Trustee in Vancouver, British Columbia Columbia, Calgary, Alberta or Toronto, Ontario, in accordance with the terms of the Indenture, Indenture and, subject as hereinafter provided, to pay interest on the Principal Amount principal amount hereof (i) from from, and including including, the date hereof, or (ii) from and including the last Interest Payment Date (as defined in the Indenture) to which interest shall have been paid or made available for payment hereon, whichever shall be the later, in all cases, to and excluding the next Interest Payment Date, at the rate of 9.8755.0% per annumannum (based on a year of 360 days comprised of twelve 30-day months), in like money, calculated and payable semi-annually in arrears on March 31 and September 30 in each year commencing on September 30, 2020, and the last payment equal (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Dateless any tax required by law to be deducted or withheld) to fall due on the Maturity Date and, should the Corporation at any time make default in the payment of any principal principal, premium, if any, or interest, to pay interest on the amount in default at a rate that is 2.25% higher than the applicable interest rate on the Notessame rate, in like money and on the same dates. The Notes shall bear interest from the date of issue at the rate of 9.875% per annum (based on a year of 365 days or 366, as applicable) and will be payable in equal semi-annual amounts; provided that for any Interest Period (as defined in the indenture) that is shorter than a full semi-annual interest period, interest shall be calculated on the basis of a year of 365 days or 366 days, as applicable, and the actual number of days elapsed in that period. The Corporation shall have the right to redeem or repay any Note prior to the Maturity Date without any premium, penalty, bonus or other paymentdate. This Note Initial Debenture is one of the 9.8755.0% Notes Unsecured Convertible Debentures (referred to herein as the “Initial Debentures”) of the Corporation issued or issuable in one or more series under the provisions of the Indenture. The Initial Debentures authorized for issue immediately are limited to an aggregate principal amount of $5,000,000 in lawful money of the United States of America. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Notes Initial Debentures are or are to be issued and held and the rights and remedies of the holders of the Notes Initial Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Note Initial Debenture by acceptance hereof assents. If the date for payment of any amount of principal, premium or interest is not a Business Day (as defined in the Indenture) at the place of payment, then payment will be made on the next Business Day and the holder hereof will not be entitled to any further interest on such principal, or to any interest on such interest, premium or other amount so payable, in respect of the period from the date for payment to such next Business Day. Interest hereon The Initial Debentures shall be payable by cheque mailed by prepaid ordinary mail or by electronic transfer of funds to the registered holder hereof and, subject to the provisions of this Indenture, the mailing of such cheque or the electronic transfer of such funds shall, to the extent of the sum represented thereby (plus the amount of any Taxes deducted or withheld), satisfy and discharge all liability for interest on this Note. The Notes are issuable only issued in denominations of US$$10, and integral multiples thereof and to CDS in denominations of $1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Notes Debentures of any denomination may be exchanged for an equal aggregate principal amount of Notes Debentures in any other authorized denomination or denominations. Notwithstanding anything Subject to the contrary provisions in this Notethe Indenture and without further action on the part of the Registered Holder, if after April 7, 2022, and prior to the extent Maturity Date, the Corporation completes a listing of its Common Shares on a Recognized Stock Exchange, the principal amount of the Initial Debentures and all accrued and unpaid interest thereon (less any tax required by law to be deducted or withheld) to the Forced Conversion Date into the Underlying Securities at the Conversion Price upon delivering a written notice (the “Forced Conversion Notice”) to the Trustee in accordance with the Indenture and to the Registered Holder by way of news release. The effective date for the forced conversion (the “Forced Conversion Date”) shall be the date the common shares of the Corporation (the “Common Shares”) are listed on such Recognized Stock Exchange, and on such Forced Conversion Date: (i) all of the principal amount of this Debenture and all accrued and unpaid interest thereon (less any tax required by law to be deducted or withheld) shall be deemed to be converted into securities of the Corporation at the then-applicable law Conversion Price; and (ii) the registered holder hereof shall be entered in the books of the Corporation as at the Forced Conversion Date as the holder of the number of securities of the Corporation, as applicable, into which this Initial Debenture is convertible. For greater certainty, the Initial Debenture represented by this certificate may not be converted by the holder and may only be converted pursuant to the foregoing forced conversion. On and after the Forced Conversion Date of the Initial Debentures represented by this Debenture Certificate, the holder will have no rights hereunder except to the Underlying Securities issued to such holder. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued on any conversion but in lieu thereof, the Corporation will satisfy such fractional interest by a cash payment equal to the market price of such fractional interest determined in all respects by accordance with the Company), payments under this Note will be subject Indenture. Not less than 30 days prior to withholding on account of the consummation of: (i) any present or future tax, duty, assessment or governmental charge imposed upon or event as a result of or following which any person, or persons acting jointly or in concert directly or indirectly within the meaning of applicable securities legislation, beneficially owns or exercises control or direction over an aggregate of more than 50% of the outstanding Common Shares; or (ii) the sale or other transfer of all or substantially all of the consolidated assets of the Corporation, unless the holders of voting securities of the Corporation immediately prior to such paymentssale, merger, reorganization or other similar transaction hold securities representing 50% or more of the voting control or direction in the Corporation or the successor entity upon completion of such merged, reorganized or other continuing entity (collectively, a “Change of Control”), the Corporation shall notify the holders of the Initial Debentures of the Change of Control, and no additional amounts shall be paid by the Company holders of the Initial Debentures shall, in their sole discretion, have the right to require the registered holder in respect of any such withheld amounts. The registered holder hereby acknowledges and accepts that Corporation to, either: (i) purchase the registered holder is not relying on the Company (or any representative Debentures at 105% of the Company) for any tax advice relating principal amount thereof plus unpaid interest to the acquisition, ownership Maturity Date; or disposition of this Note, including, without limitation, in any jurisdiction in which the registered holder may be subject to any taxes, (ii) payments under this Note may be subject convert the Debentures at the Conversion Price (the “Change of Control Offer”). If 90% or more of the principal amount of all Debentures outstanding on the date the Corporation provides notice of a Change of Control to withholding the Trustee have been tendered for purchase pursuant to the Change of Control Offer, the Corporation has the right to redeem all the remaining outstanding Initial Debentures on the same date and at the same price. If an offer is made for the Initial Debentures which is a take-over bid for the Initial Debentures within the meaning of Applicable Securities Legislation and 90% or more of the principal amount of all the Initial Debentures (other than Initial Debentures held at the date of the offer by or on behalf of the Offeror, associates or affiliates of the Offeror or anyone acting jointly or in concert with the Offeror) are taken up and paid for by the CompanyOfferor, (iii) the Company has Offeror will be entitled to acquire the Initial Debentures of those holders who did not guaranteed to accept the registered older a net rate of return to offer on the registered older after same terms as the imposition of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of any payments under this Note and will not gross up Offeror acquired the interest rate or make any additional payments to the holder on account of any such tax, duty or charge, or otherwise, and (iv) the Company may set off and apply any amount otherwise payable to a registered holder under this Note to any liability first 90% of the Company for any past, present or future tax, duty, assessment or governmental charge imposed upon or as a result principal amount of any amount paid or payable to such registered holder under this Notethe Initial Debentures. The indebtedness evidenced by this NoteInitial Debenture, and by all other Notes Initial Debentures now or hereafter certified and delivered under the Indenture, is a direct secured unsecured obligation of the Corporation, and is subordinated in right of payment, to the extent and in the manner provided in the Indenture, to the prior payment in full of all Secured Indebtedness, whether outstanding at the date of the Indenture or thereafter created, incurred, assumed or guaranteed. These Notes Initial Debentures and the Common Shares issuable upon conversion hereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. The Notes Initial Debentures may not be converted by or for the account or benefit of a U.S. person or a person in the United States absent an exemptrion from the registration requirements of the U.S. Securities Act and applicable state securities laws. In addition, the Initial Debentures and Common Shares may only be offered and sold to a U.S. person or a person in the United States pursuant to an exemption from the registration requirements of the U.S. Securities Act or pursuant to an available exemption from such registration requirementsand applicable state securities laws. “U.S. person” and “United States” are as defined in Regulation S under the U.S. Securities Act. The Indenture contains provisions making binding upon whereby all holders of Notes outstanding thereunder Debentures (or in certain circumstances, specific series of Debentures) will be bound resolutions passed at meetings of such holders held in accordance with such provisions provisions, and instruments signed by the holders of a specified majority of Notes outstandingoutstanding Debentures (or specific series), which resolutions or instruments may have the effect of amending the terms of this Note Initial Debenture or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of shares of the Corporation Common Shares and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this NoteInitial Debenture. This Note Initial Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of CalgaryVancouver, Alberta the City of Toronto, and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Note Initial Debenture shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Note Initial Debenture for cancellation. Thereupon a new Note Initial Debenture or Notes Initial Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Note Initial Debenture shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. Capitalized words or expressions used in this Note Initial Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Note Initial Debenture and the Indenture, the terms of the Indenture shall govern.

Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of March 31November 28, 2020 2017 irrespective of the actual date of execution hereof. The parties have executed this IndentureAgreement. COLUMBIA CARE AURORA CANNABIS INC. By: /s/ Xxxxxxx (signed) Gxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Executive Chairman ODYSSEY COMPUTERSHARE TRUST COMPANY OF CANADA By: (signed) Jxxxxxxx Xxxx Name: Title: By: (signed) Jxxx Xxxx Name: Title: Signature page to Note Indenture The parties have executed this Indenture. COLUMBIA CARE INC. By: Name: Title: ODYSSEY TRUST COMPANY By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: VP, Corporate Trust By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director, Corporate Trust Schedule A – Form of Note Debenture [NOTE INITIAL DEBENTURES LEGEND] UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE]. [U.S. LEGEND (RULE 506) – TO BE INCLUDED ON ALL NOTES INITIAL DEBENTURES ISSUED TO U.S. NOTEHOLDERS PERSONS OR IN THE UNITED STATES PURSUANT TO SECTION 2.12 OF THE INDENTURERULE 506] THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH NOTESSECURITIES, AGREES, AGREES FOR THE BENEFIT OF COLUMBIA CARE AURORA CANNABIS INC. (THE “CORPORATION”), ) THAT SUCH NOTES SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION; , (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH ALL APPLICABLE LOCAL LAWS AND REGULATIONS; (C) , IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (Ii) RULE 144 THEREUNDER, IF AVAILABLE, OR (II) RULE 144A, 144A THEREUNDER, IF AVAILABLE, AND AND, IN EACH CASE IS COMPLIANCE BOTH CASES, IN ACCORDANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS; , OR (D) IN ANOTHER A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE U.S. STATE SECURITIES LAWS, AND, IN THE CASE OF CLAUSE (C)(IC)(i) OR (D)) ABOVE, AFTER THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL, COUNSEL OF RECOGNIZED STANDING, STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION AND THE [TRUSTEE][TRANSFER AGENT] TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. CUSIP 000000XX0 [CAD] / 000000XX0 [US] ISIN CA197309AA51 [CAD] / CA197309AB35 [US] 00000XXX0 IXXX XX00000XXX00 No. ● US$● COLUMBIA CARE •; $ • AURORA CANNABIS INC. (A corporation existing incorporated under the laws of the Province of British Columbia) 9.8756.0% SENIOR SECURED FIRST LIEN NOTES UNSECURED CONVERTIBLE SUBORDINATED DEBENTURE DUE MARCH 30NOVEMBER 28, 2024 COLUMBIA CARE INC. 2022 Aurora Cannabis Inc. (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the Note Debenture Indenture (the “Indenture”) dated as of March 31November 28, 2020 2017 between the Corporation and ODYSSEY TRUST COMPANY Computershare Trust Company of Canada (the “Trustee”), promises to pay to , the registered holder hereof on March 30November 28, 2024 2022 or on such earlier date as the Principal Amount (as defined in the Indenture) principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal sum of ● • Dollars (US$●$•) in lawful money of the United States Canada on presentation and surrender of this Note Initial Debenture at the main branch of the Trustee in Vancouver, British Columbia in accordance with the terms of the Indenture, Indenture and, subject as hereinafter provided, to pay interest on the Principal Amount principal amount hereof (i) from from, and including including, the date hereof, or (ii) from and including the last Interest Payment Date (as defined in the Indenture) to which interest shall have been paid or made available for payment hereon, whichever shall be the is later, in all cases, to and excluding the next Interest Payment Date, at the rate of 9.8756.0% per annumannum (based on a year of 360 days comprised of twelve 30-day months), in like money, calculated and payable in arrears in equal (with the exception of the first interest payment which will include interest from November 28, 2017, as set forth below, and, if this Initial Debenture is issued at any time following December 31, 2017, the second interest payment which will include interest from the date following issuance of this Initial Debenture to the next interest payment date) semi-annually in arrears annual instalments (less any tax required by law to be deducted) on March June 30 and December 31 and September 30 in each year commencing on September 30December 31, 2020, 2017 and the last payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date and, should the Corporation at any time make default in the payment of any principal principal, premium, if any, or interest, to pay interest on the amount in default at a rate that is 2.25% higher than the applicable interest rate on the Notessame rate, in like money and on the same dates. The Notes shall bear For certainty, in the event that this Initial Debenture is issued; (i) on or before December 31, 2017, the first interest payment will include interest accrued from November 28, 2017 to December 31, 2017, which will be equal to $5.50 for each $1,000 principal amount of the Initial Debentures; or (ii) at any time following December 31, 2017, the first interest payment will include interest accrued from November 28, 2017 to the date of issue at that this Initial Debenture is so issued and, notwithstanding anything to the rate of 9.875% per annum (based on a year of 365 days or 366contrary contained herein, as applicable) and will shall be payable in equal semi-annual amounts; provided that for any Interest Period on the Business Day (as defined in the indentureIndenture) that is shorter than a full semi-annual interest period, interest shall be calculated on immediately following the basis date of a year of 365 days or 366 days, as applicable, and the actual number of days elapsed in that period. The Corporation shall have the right to redeem or repay any Note prior to the Maturity Date without any premium, penalty, bonus or other paymentissuance. This Note Initial Debenture is one of the 9.8756.0% Notes Unsecured Convertible Debentures (referred to herein as the “Initial Debentures”) of the Corporation issued or issuable in one or more series under the provisions of the Indenture. The Initial Debentures authorized for issue immediately are limited to an aggregate principal amount of $115,000,000 in lawful money of Canada. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Notes Initial Debentures are or are to be issued and held and the rights and remedies of the holders of the Notes Initial Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Note Initial Debenture by acceptance hereof assents. If the date for payment of any amount of principal, premium or interest is not a Business Day (as defined in the Indenture) at the place of payment, then payment will be made on the next Business Day and the holder hereof will not be entitled to any further interest on such principal, or to any interest on such interest, premium or other amount so payable, in respect of the period from the date for payment to such next Business Day. Interest hereon shall be payable by cheque mailed by prepaid ordinary mail or by electronic transfer of funds to the registered holder hereof and, subject to the provisions of this Indenture, the mailing of such cheque or the electronic transfer of such funds shall, to the extent of the sum represented thereby (plus the amount of any Taxes deducted or withheld), satisfy and discharge all liability for interest on this Note. The Notes Initial Debentures are issuable only in denominations of US$$1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Notes Debentures of any denomination may be exchanged for an equal aggregate principal amount of Notes Debentures in any other authorized denomination or denominations. Notwithstanding anything Any part, being $1,000 or an integral multiple thereof, of the principal of this Initial Debenture, provided that the principal amount of this Initial Debenture is in a denomination in excess of $1,000, is convertible, at the option of the holder hereof, upon surrender of this Initial Debenture at the principal office of the Trustee in Vancouver, British Columbia, at any time prior to the contrary in close of business on the Maturity Date or, if this NoteInitial Debenture is called for redemption on or prior to such date, then, to the extent so called for redemption, up to but not after the close of business on the last Business Day immediately preceding the date specified for redemption of this Initial Debenture or, if called for repurchase pursuant to a Change of Control (as defined in the Indenture) on the Business Day immediately prior to the payment date, into common shares of the Corporation (the “Common Shares”) (without adjustment for interest accrued hereon or for dividends or distributions on Common Shares issuable upon conversion) at a conversion price of $6.50 (the “Conversion Price”) per Common Share, being a rate of approximately 153.8462 Common Shares for each $1,000 principal amount of Initial Debentures, all subject to the terms and conditions and in the manner set forth in the Indenture. No Initial Debentures may be converted during the five Business Days preceding each of June 30 and December 31 in each year, commencing December 31, 2017, as the registers of the Trustee will be closed during such periods. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued on any conversion but in lieu thereof, the Corporation will satisfy such fractional interest by a cash payment equal to the market price of such fractional interest determined in accordance with the Indenture. Holders converting their Debentures will receive accrued and unpaid interest thereon. If a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the person or persons entitled to receive Common Shares in respect of the Debentures so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date and, for clarity, any interest payable on such Debentures will be for the account of the holder of record of such Debentures at the close of business on the relevant record date. Subject to the provisions in the Indenture and without further action on the part of the Registered Holder, if prior to the Maturity Date, the volume weighted average price of the Common Shares on the Toronto Stock Exchange (or such other Canadian stock exchange on which the Common Shares are listed for trading) for 10 consecutive trading days equals or exceeds $9.00, as adjusted in accordance with the Indenture, the Corporation may deliver a written notice (the “Forced Conversion Notice”) to the Trustee in accordance with the Indenture and to the Registered Holder by way of news release to cause the Registered Holder to convert all but not less than the principal amount of the Debentures (less any tax required by law to be deducted or withheld) into that number of Common Shares of the Corporation equal to the principal amount of the Debentures (less any tax required by law to be deducted or withheld) to the date of such forced conversion. The Corporation shall pay all accrued and unpaid interest in cash. The effective date for the forced conversion (the “Forced Conversion Date”) shall be: (a) the date stipulated in the Forced Conversion Notice; or (b) if no date is so stipulated in the Forced Conversion Notice, the date that is 30 days following the date of such Forced Conversion Notice, and upon such Forced Conversion Date: (i) all of the principal amount of the Debentures (less any tax required by law to be deducted or withheld) shall be deemed to be converted into Common Shares at the then applicable law Conversion Price; and (ii) the registered holder shall be entered in the books of the Corporation as determined in all respects by at the Company)Forced Conversion Date as the holder of the number of Common Shares, payments under as applicable, into which the Debentures are convertible. In the event that the Corporation delivers a Forced Conversion Notice, upon surrender of this Note will be subject Initial Debenture to withholding on account of the Trustee, the Corporation shall deliver certificates for the Common Shares into which the Debentures have been converted. Not less than 30 days prior to the consummation of: (i) any present or future tax, duty, assessment or governmental charge imposed upon or event as a result of or following which any person, or persons acting jointly or in concert directly or indirectly within the meaning of applicable securities legislation, beneficially owns or exercises control or direction over an aggregate of more than 50% of the outstanding Common Shares; or (ii) the sale or other transfer of all or substantially all of the consolidated assets of the Corporation, unless the holders of voting securities of the Corporation immediately prior to such paymentssale, merger, reorganization or other similar transaction hold securities representing 50% or more of the voting control or direction in the Corporation or the successor entity upon completion of such merged, reorganized or other continuing entity (collectively, a “Change of Control”), the Corporation shall notify the holders of the Initial Debentures of the Change of Control, and no additional amounts shall be paid by the Company holders of the Initial Debentures shall, in their sole discretion, have the right to require the registered holder in respect of any such withheld amounts. The registered holder hereby acknowledges and accepts that Corporation to, either: (i) purchase the registered holder is not relying on the Company (or any representative Debentures at 104% of the Company) for any tax advice relating principal amount thereof plus unpaid interest to the acquisition, ownership Maturity Date; or disposition of this Note, including, without limitation, in any jurisdiction in which the registered holder may be subject to any taxes, (ii) payments under this Note may be subject convert the Debentures at the Conversion Price (the “Change of Control Offer”). If 90% or more of the principal amount of all Debentures outstanding on the date the Corporation provides notice of a Change of Control to withholding the Trustee have been tendered for purchase pursuant to the Change of Control Offer, the Corporation has the right to redeem all the remaining outstanding Initial Debentures on the same date and at the same price. If an offer is made for the Initial Debentures which is a take-over bid for the Initial Debentures within the meaning of applicable Canadian securities laws and 90% or more of the principal amount of all the Initial Debentures (other than Initial Debentures held at the date of the offer by or on behalf of the Offeror, associates or affiliates of the Offeror or anyone acting jointly or in concert with the Offeror) are taken up and paid for by the CompanyOfferor, (iii) the Company has Offeror will be entitled to acquire the Initial Debentures of those holders who did not guaranteed to accept the registered older a net rate of return to offer on the registered older after same terms as the imposition of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of any payments under this Note and will not gross up Offeror acquired the interest rate or make any additional payments to the holder on account of any such tax, duty or charge, or otherwise, and (iv) the Company may set off and apply any amount otherwise payable to a registered holder under this Note to any liability first 90% of the Company for any past, present or future tax, duty, assessment or governmental charge imposed upon or as a result principal amount of any amount paid or payable to such registered holder under this Notethe Initial Debentures. The indebtedness evidenced by this NoteInitial Debenture, and by all other Notes Initial Debentures now or hereafter certified and delivered under the Indenture, is a direct secured unsecured obligation of the Corporation. These Notes have not been , and will not be registered under is subordinated in right of payment, to the United States Securities Act extent and in the manner provided in the Indenture, to the prior payment in full of 1933all Secured Indebtedness, as amended (whether outstanding at the “U.S. Securities Act”), or the securities laws of any state date of the United States. The Notes may only be offered and sold pursuant to an exemption from the registration requirements of the U.S. Securities Act Indenture or pursuant to an available exemption from such registration requirementsthereafter created, incurred, assumed or guaranteed. The Indenture contains provisions making binding upon all holders of Notes Initial Debentures outstanding thereunder (or in certain circumstances specific series of Initial Debentures) resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of Notes outstandingInitial Debentures outstanding (or specific series), which resolutions or instruments may have the effect of amending the terms of this Note Initial Debenture or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of shares of the Corporation Common Shares and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this NoteInitial Debenture. This Note Initial Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Calgary, Alberta Vancouver and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Note Initial Debenture shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Note Initial Debenture for cancellation. Thereupon a new Note Initial Debenture or Notes Initial Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Note Initial Debenture shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. Capitalized words or expressions used in this Note Initial Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Note Initial Debenture and the Indenture, the terms of the Indenture shall govern.

Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of March 31May 27, 2020 irrespective of the actual date of execution hereof. The IN WITNESS whereof the parties hereto have executed this Indenturethese presents under the hands of their proper officers in that behalf. COLUMBIA CARE INCNEXGEN ENERGY LTD. By: /s/ Xxxxxxx "Xxxxxx XxXxxxxxx" Name: Xxxxxxx Xxxxxx XxXxxxxxx Title: Executive Chairman ODYSSEY Senior Vice President, Corporate Development COMPUTERSHARE TRUST COMPANY OF CANADA By: "Xxxxxxxx Xxxx" Name: Xxxxxxxx Xxxx Title: Corporate Trust Officer By: "Xxxxxxxx Xxxxxx Xxxx" Name: Xxxxxxxx Xxxxxx Xxxx Title: Signature page to Note Indenture The parties have executed this Indenture. COLUMBIA CARE INC. By: Name: Title: ODYSSEY TRUST COMPANY By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: VP, Corporate Associate Trust By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director, Corporate Trust Officer Schedule A – "A" Form of Note [NOTE LEGEND] UNLESS PERMITTED UNDER SECURITIES LEGISLATIONDebenture Unless permitted under securities legislation, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE]the holder of this security must not trade the security before <Insert date that is four (4) months and one (1) day after the Issuance Date>. [U.S. LEGEND – TO BE INCLUDED ON ALL NOTES ISSUED TO U.S. NOTEHOLDERS PURSUANT TO SECTION 2.12 OF THE INDENTURE] THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH NOTES, AGREES, FOR THE BENEFIT OF COLUMBIA CARE INC. (THE “CORPORATION”), THAT SUCH NOTES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION; (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH ALL LOCAL LAWS AND REGULATIONS; (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 THEREUNDER, IF AVAILABLE, OR (II) RULE 144A, THEREUNDER, IF AVAILABLE, AND IN EACH CASE IS COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS; OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF CLAUSE (C)(I) OR (D), THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL, OF RECOGNIZED STANDING, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. CUSIP 000000XX0 [CAD] / 000000XX0 [US] ISIN CA197309AA51 [CAD] / CA197309AB35 [US] No. ● US$● COLUMBIA CARE INCNEXGEN ENERGY LTD. (A corporation existing under governed by the laws of the Province of British Columbia) 9.8757.5% SENIOR SECURED FIRST LIEN NOTES DUE MARCH 30, 2024 COLUMBIA CARE INC2020 UNSECURED CONVERTIBLE DEBENTURES Certificate No. ______ NEXGEN ENERGY LTD. (the “"Corporation”") for value received hereby acknowledges itself indebted and, subject to the provisions of the Note Indenture trust indenture dated May 27, 2020 (the “"Indenture”") dated as of March 31, 2020 between the Corporation and ODYSSEY TRUST COMPANY Computershare Trust Company of Canada (the “"Trustee”"), promises to pay to [Name of registered holder to be inserted here] , the registered holder hereof on March 30the Maturity Date, 2024 or on such earlier date as the Principal Amount (as defined in the Indenture) principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal sum of ● Dollars _______________________________________________ dollars (US$●$_______________) in lawful money of the United States of America on presentation and surrender of this Note Debenture at the main branch principal office of the Trustee in Vancouver, British Columbia Columbia, in accordance with the terms of the Indenture, Indenture and, subject as hereinafter provided, to pay interest on the Principal Amount principal amount hereof (i) from and including the date hereof, or (ii) from and including the last Interest Payment Date (as defined in the Indenture) to which interest shall have been paid or made available for payment hereon, whichever shall be the is later, in all cases, to and but excluding the next Interest Payment Date, Date at the rate of 9.8757.5% per annumannum (based on a 360-day year consisting of twelve 30-day months), in like money, calculated in arrears in (with the exception of the first interest payment which will include interest from May 27, 2020 until, but excluding, June 10, 2020 and payable the last interest payment which will include interest from December 10, 2024 until, but excluding, the Maturity Date, as set forth below) equal semi-annually in arrears annual installments (less any tax required by law to be deducted) on March 31 June 10 and September 30 December 10 in each year commencing on September 30June 10, 2020, 2020 and the last payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date and, should the Corporation at any time make default in the payment of any principal principal, premium, if any, or interest, to pay interest on the amount in default at a rate that is 2.25% higher than the applicable interest rate on the Notessame rate, in like money and on the same dates. The Notes shall bear For certainty, the first interest payment will include interest accrued from May 27, 2020 to, but excluding June 10, 2020, which will be equal to $2.916666667 for each $1,000 principal amount of the date Debentures and the last interest payment will include interest accrued from December 10, 2024 to, but excluding May 27, 2025, which will be equal to $35.00 for each $1,000 principal amount of issue at the rate Debentures. Subject to applicable regulatory approval (including the approval of 9.875% per annum (based such stock exchange(s) on a year of 365 days or 366which the Shares are listed, as if applicable) and will the Shareholder Rights Plan, the Corporation shall satisfy its Interest Obligation on the Debentures on each Interest Payment Date (including, for greater certainty, following conversion or redemption or on the Maturity Date) by delivering: (i) cash for two-thirds of the Interest then due (equal to 5% per annum); and (ii) Freely Tradeable Shares for one-third of the Interest then due (equal to 2.5% per annum). The Shares to be payable issued in satisfaction of the Corporation's Interest Obligation on the Debentures shall be issued at a price equal semito the Current Market Price. To the extent the Current Market Price is lower than the price required by the policies or rules of any applicable exchange or market, the Shares to be issued in satisfaction of the Corporation's Interest Obligation on the Debentures shall be issued at the lowest price permitted by such exchange or market. If on the applicable Interest Payment Date the Corporation is not a reporting issuer (or its equivalent) in good standing under Applicable Securities Legislation where the distribution of such Freely Tradeable Shares is to occur, the Shares are not listed on one of the TSX, NYSE, TSX Venture Exchange or New York Stock Exchange, applicable regulatory approvals (including the approval of such stock exchange(s) on which the Shares are listed, if applicable) required to issue Shares in satisfaction of part of the Corporation's Interest Obligation or to have such Shares listed on the stock exchange(s) on which the Shares are then listed have not been obtained or the issuance of Shares in satisfaction of part of the Corporation's Interest Obligation would constitute a "Flip-annual amounts; provided that for any Interest Period In Event" (as such term is defined in the indenture) Shareholder Rights Plan), the Corporation shall satisfy its entire Interest Obligation in respect of such Interest Payment Date in cash. Interest hereon that is shorter than a full semi-annual interest period, interest to be paid in cash shall be calculated on payable by wire, cheque, electronic transfer of funds or such other means as may be agreed to by the basis of a year of 365 days or 366 daysTrustee, as applicable, and the actual number of days elapsed in that period. The Corporation shall have the right to redeem or repay any Note prior to the Maturity Date without any premiumregistered holder hereof and, penalty, bonus or other paymentsubject to the provisions of the Indenture. This Note Debenture is one of the 9.875% Notes Debentures of the Corporation issued or issuable under the provisions of the Indenture. The authorized principal amount of the Debentures is limited to an aggregate principal amount of $15,000,000 in lawful money of the United States of America. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Notes are or Debentures are to be issued and held and the rights and remedies of the holders of the Notes Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Note Debenture by acceptance hereof assents. If the date for payment of any amount of principal, premium or interest is not a Business Day (as defined in the Indenture) at the place of payment, then payment will be made on the next Business Day and the holder hereof will not be entitled to any further interest on such principal, or to any interest on such interest, premium or other amount so payable, in respect of the period from the date for payment to such next Business Day. Interest hereon shall be payable by cheque mailed by prepaid ordinary mail or by electronic transfer of funds to the registered holder hereof and, subject to the provisions of this Indenture, the mailing of such cheque or the electronic transfer of such funds shall, to the extent of the sum represented thereby (plus the amount of any Taxes deducted or withheld), satisfy and discharge all liability for interest on this Note. The Notes Debentures are issuable only in denominations of US$$1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Notes of any denomination this Debenture may be exchanged for an equal aggregate principal amount of Notes Debentures in any other authorized denomination or denominations. Notwithstanding anything The Corporation will pay to the contrary Debentureholder such Additional Amounts as may become payable under Section 2.11 of the Indenture. Subject to any applicable regulatory approval (including the approval of such stock exchange(s) on which the Shares are listed, if applicable), the whole, or if this Debenture is in a denomination in excess of $1,000 any part of which is $1,000 or an integral multiple thereof, of the principal of this NoteDebenture is convertible, at the option of the holder hereof, upon surrender of this Debenture at the principal office of the Trustee in the City of Vancouver, British Columbia, at any time prior to 5:00 p.m. (Vancouver time) on the earlier of the Business Day preceding the Maturity Date and the Business Day immediately preceding the date specified by the Corporation for redemption or conversion of this Debenture, into Freely Tradeable Shares (subject to Article 5 of the Indenture) (without adjustment to the extent required Conversion Price for distributions on Shares issuable on conversion or for interest accrued on the Debentures surrendered for conversion) at a conversion price of C$2.34 per Share (the "Conversion Price") converted to United States Dollars using the daily average rate of exchange between Canadian dollars and United States dollars as reported by the Bank of Canada at 16:30 (ET) (or such successor reference rate then in existence as reported by the Bank of Canada) published on the Business Day immediately preceding the applicable law (as date of conversion, all subject to the terms and conditions and in the manner set forth in the Indenture. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Shares will be issued on any conversion but in lieu thereof, the Corporation will satisfy such fractional interest by a cash payment equal to the Current Market Price of such fractional interest or determined in all respects accordance with the Indenture. The Debentures shall be redeemable by the Company)Corporation in accordance with the terms of Article 4 of the Indenture, payments under provided that the Debentures will not be redeemable prior to May 27, 2023, except in the event of the satisfaction of certain conditions after a Change of Control or upon request of the Debentureholders pursuant to Section 2.3(m) of the Indenture. From May 27, 2023 and prior to the Maturity Date, the Debentures shall be redeemable, in whole at any time, or in part from time to time, at the option of the Corporation on notice as provided for in the Indenture at a redemption price equal to the principal amount thereof plus accrued and unpaid interest up to the Redemption Date, provided that the Current Market Price on the date immediately prior to the date the Redemption Notice is given exceeds 130% of the Conversion Price and the Corporation shall have provided to the Trustee an Officer's Certificate confirming such Current Market Price. The Redemption Price for this Note Debenture will be subject a price equal to withholding its principal amount plus accrued and unpaid interest. Upon the occurrence of a Change of Control, the Corporation has the right (but not the obligation) to redeem, on account the terms and conditions set out in the Indenture, all (and not less than all) of any present this Debenture in accordance with the requirements of Applicable Securities Legislation in cash at a price equal to (A) if the Change of Control occurred on or future taxprior to May 27, duty2023, assessment or governmental charge imposed upon or as 130% of the principal amount thereof and (B) if the Change of Control occurred after May 27, 2023, 115% of the principal amount thereof, plus, in each case, accrued and unpaid interest, if any, on the Debenture up to, but excluding, the Change of Control Redemption Date. Upon completion of a result Change of such payments, and no additional amounts shall be paid by the Company Control pursuant to the registered holder in respect of any such withheld amounts. The registered holder hereby acknowledges and accepts that paragraphs (i) the registered holder is not relying on the Company (or any representative of the Company) for any tax advice relating to the acquisition, ownership or disposition of this Note, including, without limitation, in any jurisdiction in which the registered holder may be subject to any taxes), (ii) payments under this Note may be subject to withholding by the Company, (iii) the Company has not guaranteed to the registered older a net rate of return to the registered older after the imposition of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of any payments under this Note and will not gross up the interest rate or make any additional payments to the holder on account of any such tax, duty or charge, or otherwise, and (iv) of such definition and a Change of Management, but without any requirement that such Change of Control pursuant to paragraphs (i), (ii) or (iv) of such definition and such Change of Management occur contemporaneously, the Company may holder of this Debenture has the right to require the Corporation to purchase, on the terms and conditions set off and apply out in the Indenture, all or any amount otherwise payable part of this Debenture in accordance with the requirements of Applicable Securities Legislation in cash at a price equal to a registered holder under this Note (A) if the Change of Control occurred on or prior to any liability May 27, 2023, 130% of the Company principal amount thereof and (B) if the Change of Control occurred after May 27, 2023, 115% of the principal amount thereof, plus, in each case, accrued and unpaid interest, if any, on this Debenture up to, but excluding, the Put Date, provided that the Corporation has decided to not exercise the Change of Control Redemption Right. From and after the announcement by the Corporation of a Change of Control that is recommended by the Board of Directors of the Corporation, and subject to the terms on conditions set out in the Indenture, the Corporation shall have a right to require the holder of this Debenture to convert the whole or any part of this Debenture into Shares at the Conversion Price. Subject to the restrictions on transfer set forth in the Indenture, if an Offer for any pastall of the outstanding Debentures is made and, present subject to the terms and conditions set out in the Indenture, the Offer is accepted by holders of Debentures representing at least 90% of the outstanding principal amount of the Debentures (other than Debentures held by or future taxon behalf of the Offeror or an Affiliate or Associate of the Offeror), dutyand the Offeror is bound to take up and pay for, assessment or governmental charge imposed upon or as a result has taken up and paid for the Debentures of any amount paid or the Debentureholders who accepted the Offer, the Offeror will be entitled to acquire, for the same consideration per Debenture payable to such registered holder under this Notethe Offer, the Debentures held by Debentureholders who did not accept the Offer. The indebtedness evidenced by this Note, and by all other Notes now or hereafter certified and delivered under the Indenture, Debenture is a direct secured unsecured obligation of the Corporation. These Notes have not been , and will rank equally with all other Debentures and with all other unsecured and unsubordinated indebtedness of the Corporation except as prescribed by law. Except as specifically provided in Section 2.3(o) of the Indenture, the Indenture does not be registered under limit the United States Securities Act of 1933, as amended (Corporation from incurring additional indebtedness that ranks senior to the “U.S. Securities Act”)Debentures, or from mortgaging, pledging or charging the securities laws of Corporation's properties to secure any state of the United Statesindebtedness. The Notes principal hereof may only become or be offered declared due and sold pursuant to an exemption from payable before the registration requirements of stated maturity in the U.S. Securities Act or pursuant to an available exemption from such registration requirementsevents, in the manner, with the effect and at the times provided in the Indenture. The Indenture contains provisions making binding upon all holders of Notes Debentureholders outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of Notes Debentures outstanding, which resolutions or instruments may have the effect of amending the terms of this Note Debenture or the Indenture. The Indenture contains provisions disclaiming any personal liability on Further, in certain cases, the part of holders of shares not less than a majority in principal amount of the Corporation Debentures then outstanding may, on behalf of all Debentureholders, waive an Event of Default and/or cancel a declaration of acceleration upon such terms and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this Noteconditions as such holders shall prescribe. This Note Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of CalgaryVancouver, Alberta British Columbia and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Note Debenture shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Note Debenture for cancellation. Thereupon a new Note Debenture or Notes Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Note Debenture shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. The Indenture and this Debenture shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Capitalized words or expressions used in this Note Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between that the terms and conditions stated in this Debenture conflict, or are inconsistent with, the terms and conditions of this Note and the Indenture, the terms of the Indenture shall governprevail and take priority.

Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of March 31February 28, 2020 2019 irrespective of the actual date of execution hereof. The parties have executed this IndentureAgreement. COLUMBIA CARE PLUS PRODUCTS INC. By: /s/ Xxxxxxx Xxxxxx “Xxxxx Xxxxxxx” Name: Xxxxx Xxxxxxx Xxxxxx Title: Chief Executive Chairman Officer ODYSSEY TRUST COMPANY By: Name: Title: By: Name: Title: Signature page to Note Indenture The parties have executed this Indenture. COLUMBIA CARE INC. By: Name: Title: ODYSSEY TRUST COMPANY By: /s/ “Xxx Xxxxxx Xxxxxxxxx” Name: Xxx Xxxxxx Title: VP, Corporate Trust By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Xxxxxxxxx Title: Director, Corporate Trust Client Services By: “Xxxxxx Xxxxxx” Name: Xxxxxx Xxxxxx Title: Executive Vice President Schedule A – Form of Note Debenture [NOTE INITIAL DEBENTURES LEGEND] UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATEJUNE 29, 2019]. (INSERT IF BEING ISSUED TO CDS) THIS DEBENTURE IS A GLOBAL DEBENTURE WITHIN THE MEANING OF THE INDENTURE HEREIN REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS DEBENTURE MAY NOT BE TRANSFERRED TO OR EXCHANGED FOR DEBENTURES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST INDENTURE DATED AS OF THE 28TH DAY OF FEBRUARY, 2019 BETWEEN PLUS PRODUCTS INC. AND ODYSSEY TRUST COMPANY (THE “INDENTURE”). EVERY DEBENTURE AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS DEBENTURE SHALL BE A GLOBAL DEBENTURE SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO PLUS PRODUCTS INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.” [U.S. LEGEND – TO BE INCLUDED ON ALL NOTES INITIAL DEBENTURES ISSUED TO U.S. NOTEHOLDERS PURSUANT TO SECTION 2.12 OF THE INDENTUREPURCHASERS EXCEPT QUALIFIED INSTITUTIONAL BUYERS WHO HAVE EXECUTED AND DELIVERED A QUALIFIED INSTITUTIONAL BUYER LETTER.] THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH NOTESSECURITIES, AGREES, AGREES FOR THE BENEFIT OF COLUMBIA CARE PLUS PRODUCTS INC. (THE “CORPORATION”), THAT SUCH NOTES SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION; , (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH ALL APPLICABLE LOCAL LAWS AND REGULATIONS; , (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (Ii) RULE 144 THEREUNDER, IF AVAILABLE, OR (IIii) RULE 144A, 144A THEREUNDER, IF AVAILABLE, AND AND, IN EACH CASE IS COMPLIANCE CASE, IN ACCORDANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS; , OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE U.S. STATE SECURITIES LAWS, AND, IN THE CASE OF CLAUSE (C)(IC)(i) OR (D)) ABOVE, AFTER THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL, COUNSEL OF RECOGNIZED STANDING, STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION AND THE TRUSTEE TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. CUSIP 000000XX0 [CAD] / 000000XX0 [US] ISIN CA197309AA51 [CAD] / CA197309AB35 [US] 00000XXX0 XXXX XX00000XXX00 No. ● US$$● COLUMBIA CARE PLUS PRODUCTS INC. (A corporation existing incorporated under the laws of the Province of British Columbia) 9.8758.0% SENIOR SECURED FIRST LIEN NOTES UNSECURED CONVERTIBLE SUBORDINATED DEBENTURE DUE MARCH 30FEBRUARY 28, 2024 COLUMBIA CARE INC. 2021 Plus Products Inc. (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the Note Debenture Indenture (the “Indenture”) dated as of March 31February 28, 2020 2019 between the Corporation and ODYSSEY TRUST COMPANY Odyssey Trust Company (the “Trustee”), promises to pay to , the registered holder hereof on March 30February 28, 2024 2021 or on such earlier date as the Principal Amount (as defined in the Indenture) principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal sum of ● Dollars (US$●) amount hereof in lawful money of the United States Canada on presentation and surrender of this Note Initial Debenture at the main branch of the Trustee in VancouverCalgary, British Columbia Alberta in accordance with the terms of the Indenture, Indenture and, subject as hereinafter provided, to pay interest on the Principal Amount principal amount hereof (i) from from, and including including, the date hereof, or (ii) from and including the last Interest Payment Date (as defined in the Indenture) to which interest shall have been paid or made available for payment hereon, whichever shall be the later, in all cases, to and excluding the next Interest Payment Date, hereof at the rate of 9.875% per annum, in like money, calculated and payable semi-annually in arrears on March 31 and September 30 in each year commencing on September 30, 2020, and the last payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date and, should the Corporation at any time make default in the payment of any principal or interest, to pay interest on the amount in default at a rate that is 2.25% higher than the applicable interest rate on the Notes, in like money and on the same dates. The Notes shall bear interest from the date of issue at the rate of 9.8758.0% per annum (based on a year of 365 360 days or 366comprised of twelve 30-day months), as applicablein like money, in arrears (less any tax required by law to be deducted) and will be payable in equal semi-annual amounts; provided that for any Interest Period (as defined in the indenture) that is shorter than a full semi-annual interest period, interest shall be calculated on the basis of a year of 365 days or 366 days, as applicable, and the actual number of days elapsed in that period. The Corporation shall have the right to redeem or repay any Note prior to the Maturity Date without any premium, penalty, bonus or other paymentDate. This Note Initial Debenture is one of the 9.8758.0% Notes Unsecured Convertible Debentures (referred to herein as the “Initial Debentures”) of the Corporation issued or issuable in one or more series under the provisions of the Indenture. The Initial Debentures authorized for issue immediately are limited to an aggregate principal amount of up to $25,000,000 in lawful money of Canada. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Notes Initial Debentures are or are to be issued and held and the rights and remedies of the holders of the Notes Initial Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Note Initial Debenture by acceptance hereof assents. If the date for payment of any amount of principal, premium or interest is not a Business Day (as defined in the Indenture) at the place of payment, then payment will be made on the next Business Day and the holder hereof will not be entitled to any further interest on such principal, or to any interest on such interest, premium or other amount so payable, in respect of the period from the date for payment to such next Business Day. Interest hereon shall be payable by cheque mailed by prepaid ordinary mail or by electronic transfer of funds to the registered holder hereof and, subject to the provisions of this Indenture, the mailing of such cheque or the electronic transfer of such funds shall, to the extent of the sum represented thereby (plus the amount of any Taxes deducted or withheld), satisfy and discharge all liability for interest on this Note. The Notes Initial Debentures are issuable only in denominations of US$$1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Notes Debentures of any denomination may be exchanged for an equal aggregate principal amount of Notes Debentures in any other authorized denomination or denominations. Notwithstanding anything to the contrary in this Note, to the extent required by applicable law (as determined in all respects by the Company), payments under this Note will be subject to withholding on account of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of such payments, and no additional amounts shall be paid by the Company to the registered holder in respect of any such withheld amounts. The registered holder hereby acknowledges and accepts that (i) the registered holder is not relying on the Company (or any representative of the Company) for any tax advice relating to the acquisition, ownership or disposition of this Note, including, without limitation, in any jurisdiction in which the registered holder may be subject to any taxes, (ii) payments under this Note may be subject to withholding by the Company, (iii) the Company has not guaranteed to the registered older a net rate of return to the registered older after the imposition of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of any payments under this Note and will not gross up the interest rate or make any additional payments to the holder on account of any such tax, duty or charge, or otherwise, and (iv) the Company may set off and apply any amount otherwise payable to a registered holder under this Note to any liability of the Company for any past, present or future tax, duty, assessment or governmental charge imposed upon or as a result of any amount paid or payable to such registered holder under this Note. The indebtedness evidenced by this Note, and by all other Notes now or hereafter certified and delivered under the Indenture, is a direct secured obligation of the Corporation. These Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. The Notes may only be offered and sold pursuant to an exemption from the registration requirements of the U.S. Securities Act or pursuant to an available exemption from such registration requirements. The Indenture contains provisions making binding upon all holders of Notes outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of Notes outstanding, which resolutions or instruments may have the effect of amending the terms of this Note or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of shares of the Corporation and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this Note. This Note may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Calgary, Alberta and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Note shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Note for cancellation. Thereupon a new Note or Notes in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Note shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. Capitalized words or expressions used in this Note shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Note and the Indenture, the terms of the Indenture shall govern.